


Magic and Steel

by Kenyastarflight



Category: Disney - All Media Types, Transformers Generation One
Genre: Crack Crossover, Crack Pairing, F/M, I Can't Believe There's A Tag For This Pairing, Multiple Crossovers, Romance, Romance Without Smut, Villain romance, What Was I Thinking?
Language: English
Status: Completed
Published: 2020-05-02
Updated: 2020-05-02
Packaged: 2021-03-02 06:28:28
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 23
Words: 93,822
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23966917
Author URL: https://archiveofourown.org/users/Kenyastarflight/pseuds/Kenyastarflight
Summary: When Megatron accidentally resurrects the dark fairy Maleficent, the two discover they have an unlikely common enemy, and an alliance that no one could ever have predicted is forged.  Originally posted on FFN in 2014.
Relationships: Maleficent (Disney)/Megatron (Transformers)
Kudos: 8





	1. Prologue

**Author's Note:**

> Because a friend of mine paired Megatron and Maleficent up as (I assume) a complete joke, and I loved the pairing so much I took it and ran with it as far as I could go. Please don't take this seriously -- my brain just likes to take completely cracky ideas and try to make serious logical sense of them. Plus it was just fun mashing Transformers into the Disney animated canon... though now I'm terrified that the Mouse Empire will see this and get ideas as to their next acquisition...

_This story begins at an end. Not "the end" – what proper story begins at the very end, after all – but at an end. Or, more appropriately, one story's end is merely the beginning of this one._

_Everyone knows the tale by now – even in this day and age where the fairy tale has become a lost art, the story is well-known almost to the point of becoming tiresome. A child is born, a curse is cast by an unspeakable force, a lighter power amends the curse, a kiss is delivered, and two lovers live happily ever after. The obstacles along the way may vary according to the teller of the tale, but by most accounts the ending is the same, time after time._

_But "happily ever after" seldom lasts forever… and one tale's "happily ever after" may serve as another tale's "once upon a time."_

_Our story begins at the end of this one, with a sword cast, a mortal wound dealt, and a dark power vanquished… for a time._

_And as Prince Phillip rides to the lonely castle to deliver his kiss and complete his "happily ever after," a new tale begins…_

* * *

Pain.

It took her a moment to realize what this feeling was – no foe had wounded her in battle for so long she had almost forgotten what it was like to feel pain. But this pain was different somehow… and with a shock that was worse than the pain she realized why. This wasn't any wound – this was a mortal one.

 _It cannot be!_ She felt no fear even as mortal agony seared through her body, blooming outward from where the Sword of Truth lay buried at the juncture of neck and chest. Instead a terrible, thwarted rage burned in her, warring with the pain. This couldn't have happened! She could not have lost in her moment of triumph, so close to having that mewling Prince Phillip crushed in her grip!

Pain gave way to numbness, and her draconian body went limp, falling toward the hapless Prince. A brief burst of joy filled her as his expression shifted from triumph to blank horror. Perhaps, in death, she would win, and crush Phillip to death at the height of his glory…

But the idiot Prince managed to scramble out of the way just in time. She made a final, futile snap in his direction even as she fell, the cliff's edge crumbling under her weight. By now her entire body felt numb, barely registering the crushing blows it received as she fell down the cliff face, pummeled by falling rock the entire way.

Though her body's grip on life was fading fast, her mind was sharp as ever. And though her wounds were beyond healing, there was a final option open to her.

The Sword of Truth still jutted from her flesh, and with the last of her strength she poured her entire being into its blade – all her power, all her mind, all her soul and strength. The sword quivered like a live thing, almost shrieking as its own bright power resisted her… but as strong as those wretched three fairies' powers were, her own were far stronger. And it was the work of seconds to absorb the sword's own powers as her own, corrupting the blade and blackening it dark as night.

 _It isn't over, O Prince_. This she vowed, even as sight and sound vanished from her conscious mind. Prince Phillip might ride off to the castle, eager to kiss Princess Aurora awake and claim his true love, oblivious to the fact that his foe wasn't truly dead. He might even live a long, happy life and die of old age, never the wiser. His children, and their children, and their children's children might live happy lives, or at least lives of relative content, and they might even forget that the great and powerful Maleficent had once threatened their ancestor.

But she was patient. She could wait however long it took for some luckless individual to find the sword and free her from her prison. And when that day came, she would have her revenge upon Phillip and Aurora's descendents.

All she need do was wait…

* * *

Hundreds of miles away, in a tiny, cluttered cottage in the middle of a dark wood, an old man opened his eyes, blinking away the vestiges of a sudden, but not entirely unwelcome, vision.

Merlin remained still a moment, taking time to properly digest what he had seen. Then he sighed and sat back in his chair, taking a long draw of his pipe. All around him the instruments of his workshop kept up their steady pace, beakers and decanters of chemicals puffing and bubbling, tiny instruments softly whirring and clicking, a tub and washboard scrubbing a set of his undershorts all by themselves. Even Archimedes, his entirely-too-chatty assistant, was silent, head tucked under one wing as he napped on the perch of his house high in a corner.

Not too surprising, he thought, that one of Maleficent's schemes should finally backfire on her. Nor was he entirely surprised that even in death, she had found a way to cheat the system. Most magicians and fae accepted that immortality did not necessarily mean invincibility, and there still existed the possibility that an ill-timed spell or a powerful opponent would finally do them in. Even he had foreseen his own death in the distant future, and had resolved to face it with quiet dignity when it finally showed up to claim him.

 _Why is it_ , he thought as he puffed his pipe, _that only the dark sorcerers and wicked fairies seek to live forever?_ Perhaps something about the thirst for power made them reluctant to give it up in the face of anything, even the final end. Or perhaps they simply had an entitlement complex, thinking the world owed them everything, even eternal life. He had never stopped to ask the reason when he'd encountered one – too often he was preoccupied with fighting them to ask.

He sighed and tapped the table, and the tea set rattled to life, preparing him a fresh cup. There was precious little he could do to stop Maleficent from carrying her scheme out. Oh, he could go retrieve the Sword of Truth himself (though it could hardly be called that anymore – would Sword of Lies be more appropriate?), and devote the rest of his life to keeping it out of the hands of anyone who would abuse it. But he didn't exactly have that kind of time, not with his fateful meeting with young Arthur due to happen any day now.

No, the most he could do was prepare for the day – and that day would come – when some luckless adventurer would find the sword and break it, unleashing Maleficent upon the world once again. In some ways he actually pitied that poor fool – he rather doubted Maleficent would be any kinder to him than she would be to the descendents of the one who had killed her…

Another vision tickled the back of his mind, and he sighed and shut his eyes, letting it play out. Blast it, how was he going to get anything done today if he kept being interrupted?

An underground bunker appeared in his mind's eye… a ship from another world, one that had buried itself in a mountainside long ago and had lain there, undisturbed, ever since. Bodies lay scattered about like dolls a careless child had forgotten to put away, armored in multicolored metal… no, wait, they were actually _made_ of metal, like clockwork toys. Fascinating… and if this place didn't lay half a world away he might pack up and actually go there, if only to study them in greater detail…

The vision zeroed in on one body in particular, this one silver and black, with a wicked violet crest on his chest. His body lay inert and lifeless… but his face was frozen in an expression of anger and triumph, the noble features still wearing a faint, terrible grin. In a way, it wasn't too dissimilar from Maleficent's own expression of triumph, equal parts sneer and exultation…

 _So that's the one,_ he thought, opening his eyes again. _The one who will release Maleficent. Though it looks like she'll be waiting a good long while… I hope the poor fool knows what he's getting into._

The sugar pot rapped his knuckles with its spoon, and he gave it an irritable flick before reaching for his teacup. Forewarned was forearmed, at least, and while his duties to Arthur would keep him occupied here for awhile, he at least knew what to watch out for. And perhaps, closer to time, his clairvoyance would actually give him some useful information on how to stop Maleficent from wreaking too much havoc upon her return. It was such a fickle ability at times.

He would wait. However long it took for those two to cross paths, he could wait. Maleficent wasn't the only one who could be patient if she had to be… and he had nothing but time at the moment.


	2. Witwicky Castle

Optimus Prime braked to a stop about fifty yards from the magnificent castle before them, his tires grinding against the unpaved road. Behind him he could hear the crunch of dirt and small pebbles as the other Autobots drew to a halt as well, pulling up just behind their leader. One by one their engines faded to an idle background growl, soft enough that one could still hear birdsong and the whisper of wind in the grass and leaves. Even Jazz had cut his radio, its usual thumping base absent and giving way to more natural sounds.

They had reached their destination… but no one made any move to transform, or to open their doors and let their human passengers out. Everyone was caught up in looking at the castle, marveling at how much of it had withstood the test of time and imagining what it must have looked like in its days of glory. Even now, Prime admitted, it was a thing of grandeur – much of it remained intact, even if ivy and moss were slowly reclaiming the weathered stone and grass outlined the cobblestones of the courtyard. It was like opening the pages of a human storybook, and watching an image from inside spring to life.

"Beautiful," Sparkplug murmured from Prime's driver seat.

"It's quite impressive," Prime agreed, and popped open the door to allow the elder Witwicky to exit. "Who owns it now?"

"Some German historical society," Sparkplug replied as he climbed down from Prime's cab. "I'm not too fussed about the Witwickys trying to get it back, though. They'll at least make sure it's preserved for posterity and treated respectfully. And what am I gonna do with a castle?"

Prime chuckled and transformed to his robot mode, never taking his optics off the ruins – though they were preserved well enough that "ruins" seemed an inappropriate word for them. "Autobots, transform!"

Bumblebee swung open his doors, letting Spike and Carly disembark before transforming as well. "I'll be a junker's uncle… it's like we're back in the days of King Arthur!"

"This castle doesn't date back that far," Spike replied. "Still, it's pretty cool, isn't it?"

"I'll say," Carly added. "Though seeing all those weeds around it makes me sad. I want to go in there and start yanking them out."

"The historical society will know how to take care of the plant problem without damaging the castle," Prime assured her. "For now we're simply here to look around, and for Sparkplug to take notes."

Jazz glanced around, frowning. "Thought there'd be more people 'round here. Ain't the castles in Europe kinda a hot spot for tourists?"

"The historical society arranged for Sparkplug and his family to have a private tour of the castle and its property," Prime replied. "Our guide should be here any minute."

Jazz nodded, but he shifted restlessly back and forth. "Nice place… but too quiet. Once we're done here I wanna head back into Berlin an' check out what kinda night life they have here."

Hound chuckled. "C'mon, Jazz, learn to appreciate the peace and quiet for once. It'll do you some good."

"Not all of us are happy bein' hermits, man," Jazz teased, lightly punching Hound's shoulder.

Prime let the scout and saboteur bicker good-naturedly, content to study the castle for now. It wasn't strictly necessary for him or any of the Autobots to accompany Sparkplug to the German countryside, on a trip to discover more about the human's heritage. But Sparkplug was a friend, and he had done so much to help the Autobots over the years. It would have been rude for Prime not to help him in return, even if it was simply to provide him an escort on his trip just in case anything unfortunate happened.

Sparkplug raised his camera, clicking away, then lowered it and began to jot down some notes. Of late the mechanic had been on a genealogy kick, looking up old records on the Witwicky family and seeing how far back he could trace their roots. He had fully expected the search to lead to Ellis Island and then hit a dead end there, but somehow his interest had managed to infect Perceptor and Skids as well. The scientist and theoretician had gone digging further, and before long they had uncovered far more information than Sparkplug had dreamed possible.

Including the information that apparently the Witwickys were descended from a royal line… and still had a castle somewhere in Germany.

Sparkplug had downplayed the news, stating that their family's kingdom had long since been absorbed into another, stronger kingdom, then into Germany itself, and that any claim he might have on any sort of royalty was ceremonial at best. But that did little to dim everyone's excitement – Spike thought it was awesome that they were descended from royalty, however minor, and the Autobots had taken to treating Sparkplug like nobility, jokingly calling their human companions King Sparkplug and Prince Spike (or Princess Spike if they thought the young man was being overly whiney). Even Grimlock got in on the action, remarking that the Ark now had two Kings aboard and that people had better start treating the mechanic with some respect.

To the man's credit, he hadn't let the revelation go to his head. As far as he was concerned he was still just Sparkplug Witwicky, a hardworking family man and sometime honorary Autobot. The only way he took advantage of his newfound heritage at all was accepting an offer to take a private tour of the castle that had once belonged to his family. And given that it essentially meant a free trip to Europe and an opportunity that might never come again, how could he say no?

A navy-blue Audi pulled up, parking just beside Bumblebee, and a man in slacks and a green polo shirt stepped out. He looked up at the yellow Autobot with a bemused expression.

"Are you… Sparkplug?" he asked in thickly accented English.

Bumblebee laughed. "No, sir, Sparkplug's over there with the camera."

"Ah." The man nodded and hurried over, extending a hand. "Mr. Witwicky! It is a pleasure to meet you in person at last! I am Felix, and I'll be your guide for the day."

"Right, you're from the historical society." Sparkplug handed his notebook and camera to Spike and reached out to shake his hand. "It's nice to finally put a face to a name. Thank you so much for this opportunity. It's a great way to get in better touch with my roots, I feel."

"Indeed, sir. And you're fortunate to have such a fascinating family line!" Felix glanced up at Prime, as if just noticing he was there. "Unfortunately, the castle is not large enough to accommodate your… friends. Would they object to waiting outside?"

"We understand, Felix, and we don't object," Prime assured him. "We will be content with a tour of the grounds."

Felix nodded. "If you will follow me, sir, we will get started…"

Bumblebee watched as Sparkplug, Spike, and Carly followed their guide into the castle, a wistful look on his face. "It's funny… usually I find myself wishing I was bigger. But it's times like this when I wish I was smaller. So I can experience the same things as our human friends."

"Sparkplug will take plenty of photos, Bumblebee," Prime assured the yellow minibot. "We'll have our chance to see what the interior looks like."

"Yeah, but… it's not the same."

Prime couldn't argue with that… and he had to admit that he, too, was just slightly jealous of Sparkplug. He wondered if he could get away with sending Roller inside to get video of the castle's interior. It wasn't quite a live tour, but it would be better than nothing.

Hound, meanwhile, had crouched down to inspect the plant growth crawling up the exterior wall of the castle. He twisted his mouth plates in a thoughtful expression as he carefully lifted a length of vine in his fingers. Then he lowered it and picked up another, frowning.

"We're here to look at an ancient castle and you're here studying the plant life, Hound," Bumblebee pointed out, laughing. "Finding anything interesting?"

"Yes, actually." Hound picked up the two vines and held them up. "There're two different kinds of vine here. One's native to these parts, but… I can't identify the second."

Jazz shrugged. "Not that strange. Even humans ain't identified all the plants on this planet. Makes sense we wouldn't know 'em all either."

Hound shook his head. "I've downloaded catalogues on most every type of plant and animal life on Earth. If humans have identified it, I'd know it. And yes, there are species that haven't been discovered yet, but mostly in remote places like the Amazon rainforest or the Australian outback. You'd think a place that's been civilized as long as Europe would have most everything identified by now."

"You think this is somehow significant?" asked Prime, worry trickling into his spark. He liked to think that plant life was no threat to his human friends… but then, the Morphobots had been dangerous even to Cybertronians…

"I don't know, but I don't want to take chances." He held up the second vine between his thumb and forefinger, scowling at the twisted, barbed black length. "I'm surprised no tourists have hurt themselves on this stuff yet. You'd think they'd clean it up first thing, if only to avoid a lawsuit."

Jazz looked about ready to reply, but his head jerked up, and every servo in his body tensed. "We got incomin'!"

Prime didn't even need to ask what was incoming – he simply drew his gun from subspace and looked skyward. He couldn't say he was terribly surprised at this – it seemed wherever they went, Decepticons followed them like piranha drones trailing the scent of fresh energon. But he had hoped for a little respite, or at least that they would find a more tempting target than some forgotten castle in Europe. Evidently that had been expecting too much of his old foe.

From the heart of a cloudbank emerged five fliers – three Seekers, the unmistakable boxy form of Soundwave, and the gleaming silver warlord himself. Megatron gestured sharply, and the Seekers dove for the attack while Soundwave angled off to the side. Prime didn't have time to see which way the communications officer had gone before Starscream and his trine opened fire, and he had to focus all his efforts on dodging the blasts and exchanging fire.

"Jazz, keep tabs on Soundwave!" he ordered. "Don't let him out of your sight!"

"Roger-dodger!" Jazz replied, and he bolted.

Hound and Bumblebee pulled their own weapons and returned fire, forcing the Seekers to break formation and scatter. Skywarp launched a missile before veering away with a cackle, and Prime dove to the side to avoid it. The projectile hit the tour guide's car instead, and the vehicle exploded in a rain of twisted shrapnel. He winced, making a mental note to offer Felix some kind of restitution.

 _Just stay in the castle, Sparkplug, Spike, Carly,_ he thought, climbing back to his feet. _I don't want you caught in the crossfire. And I just hope this doesn't ruin the trip for you, Sparkplug._

* * *

"Funny, these things always look fancier in the movies," Spike noted, ducking through a doorway.

"We do try to impress upon our visitors that these ARE buildings made of stone," Felix explained. "They were often designed more for protection than decoration. Unfortunately, many come expecting to see the castle from Disneyworld, and are disappointed at what they find."

Sparkplug paused to take a picture of a carved fireplace lintel, portraying a dragon with wings spread over the fireplace pit. "I'm not disappointed at all. This place… there's so much history here. And it's exciting knowing that my forefathers lived here… that they gathered around a fire here in the winter, and walked these halls…"

Spike rolled his eyes a little. "My dad the history geek."

"Hey, there's absolutely nothing wrong with learning more about your family history," Carly informed him, elbowing him in the side. "I just wish my family had kept better records. Maybe there's a great military leader in our family line, or one of the great thinkers of the Renaissance…"

"No wishing you had a queen or princess on your side of the family?" asked Sparkplug teasingly.

"Oh, princesses are overrated," Carly laughed. "Personally I'd rather hear I'm related to Joan of Arc than Queen Victoria."

Felix gave a smile of amusement as he led their group into a large chamber. "And this is the throne room. For now we are using it to exhibit items that were found in the castle storerooms during the restoration of the interior. Look all you want, but please don't touch."

Sparkplug nodded, and he moved from exhibit to exhibit, snapping pictures. Spike and Carly walked around the room, admiring suits of armor, tapestries, musical instruments, and even an antique spinning wheel. At the head of the room stood a pair of heavy wooden thrones covered in gold leaf, with a beautifully decorated bassinet sitting off to the side. Spike eyed the thrones, tempted to go up and have a seat in one of them despite the "no touching" rule, but Carly grabbed his elbow and hauled him off before he could go through with it.

"You spoil all my fun," Spike said with an exaggerated groan.

"Have a little respect for your ancestors," she replied with a teasing grin. "Oh wow… look at that!"

Spike laughed. "You say princesses are overrated, but here you are all gaga over a fancy dress."

She punched his arm lightly. "Just because I'm not a huge girly girl doesn't mean I can't appreciate a nice dress every so often." She turned back to the exhibit, a mannequin wearing a full-length gown and sealed off from the elements inside a glass case. "It's beautiful… look, it shimmers in the light."

Spike tilted his head to the side. "Check it out… you tilt your head just right and the fabric seems to change color. Like it's blue from one angle but kinda pink-ish from another… I didn't think they had the technology to make something like that."

"You'd be surprised what people were capable of even before we had very advanced technology," Carly replied. She moved on to the next exhibit. "Now here's something you might like."

"Whoa…" Spike's eyes shone eagerly as he looked it over. "That is so cool."

Sparkplug headed over to get pictures of the exhibit – a jet-black sword laying on a bed of red satin in another glass case. Curiously, it didn't appear to have been blackened by fire or corrosion. Indeed, the blade looked as sharp and new as the day it had been forged, and the detailing on the hilt was still intact. It was simply as if someone had crafted the sword from glossy black metal.

"'Sword of Truth,'" Spike read aloud from the plaque. "'Weapon of the Kingdom, belonging to King Phillip the First.' Funny… it says he only ever used it in battle once."

"Weapon like that, he probably only had to use it once," Sparkplug noted. "If someone came after you with a black sword, wouldn't you be a little intimidated?"

"Ah, the Sword of Truth," Felix noted, coming over to gaze proudly at the weapon. "Recovered from the battlefield after Prince Phillip rescued his bride-to-be from a terrible threat… though the nature of that threat is lost to history. Perhaps a rival lord who wanted her for himself?" He chuckled softly. "This weapon has been kept in the family line for generations, though none wielded it in battle save Phillip himself. He spoke of it having unnatural powers, and did not wish anyone else to use it, saying they would be corrupted by its power."

Sparkplug snorted. "Probably his way of making sure nobody else played with his toys. And the 'unnatural powers' thing was probably just him trying to make his mark in the family legends."

Felix shrugged. "The only power it has exhibited seems to be an inability to rust. We found it in the castle armory, covered in dust and forgotten… but despite the other swords being caked in rust and corrosion, this one needed only a wipe with a damp cloth to restore it to its former glory. Curious, that."

"Think it could be made out of something besides steel?" asked Carly. "Maybe some Cybertronian metals?"

"Would be oddly fitting," Sparkplug acknowledged. "It'd take Perceptor or Wheeljack investigating the sword to be sure, and I doubt they're going to let us take this back to the Ark and run tests on it. Still, if that were true, it would mean our family's always been fated to be connected to the Autobots."

"King Phillip probably never had to fight anything as strong or evil as Decepticons, though," Spike noted. "And I doubt Megatron would be scared off by a little sword-"

Later Sparkplug would think back on Spike's words with a heavy sense of irony. But at that moment, all he felt was a stab of fear when the sounds cut into their conversation – the screech and burst of plasma fire. Even muffled through layers of stone the sounds of a Decepticon attack were unmistakable.

"Of all the days," Sparkplug moaned. "Can't we even take a vacation without worrying about those tin turkeys?"

"We've gotta go out and help them!" Spike insisted, and would have bolted out right then had Carly not gripped his elbow.

"Are you crazy?" she demanded. "We're not even armed! We'll get stepped on or fried to a crisp!"

"But… we have to help Optimus and Bumblebee…"

"She's right, Spike," Sparkplug told him. "We'll be much safer in here. Let Prime and the others chase the Decepticons off before we go outside."

Felix wrung his hands with worry. "Will the castle be safe? They can't have come to destroy this place, could they?"

"Not unless you've got a powerful alien artifact sitting around in here," Carly replied.

Felix sagged in relief. "Only what you saw in the throne room… and there can't be something alien in there, can there?"

"I sure hope…" began Sparkplug, but a loud crash made the four of them turn around.

Two display cases lay shattered on the floor, scattering pewter plates and a diamond jewelry set amidst a sea of broken glass. Perched on the display table in their place was a sleek black form, giving the humans the insolent glare of a house cat who had just been caught swatting knickknacks off a shelf. Even as they watched he reached out and pawed aside another case, and Felix visibly winced as it crashed to the floor.

"Ravage!" Spike shouted.

"An accurate name for it," Felix groaned. "It's ravaging the displays! That dagger set took ages to clean, you overgrown alley cat!"

Ravage gave a growl that sounded remarkably like "don't care" before turning his attention to another case… the case containing the Sword of Truth. He didn't subject this one to the same brutal treatment as the others, however – he simply extended his claws and began to carve through the glass with a horrific screeching sound, cutting the material like a knife through butter.

"Oh no, you don't," Carly snapped, and she bent down and picked up a plate.

"Not the plates!" Felix shouted, but Carly ignored him. Ravage gave a yowl as the plate ricocheted off the back of his head, and he turned to glower at her.

"Get out, Decepti-creep!" she shouted, hurling another plate. "Don't you have any respect?"

"I don't think he cares, Carly," Spike replied, reaching over to the nearest suit of armor. He wrenched a battle axe free of the display stand and ran toward the cassette-cat, the weapon awkward in his hands but no less deadly for it.

Ravage hissed as a third plate bounced off his shoulder, but rather than cut his losses and run he simply shoved the sword's display case to the floor. An explosion of razor-sharp glass filled the air, forcing Carly and Spike to back away, and Ravage took advantage of the moment to leap down and grab something in his mouth.

"Stop him!" Felix shouted.

Spike charged, swinging the axe. Ravage leaped to the side, dodging the blade, and took off at a run, the Sword of Truth gripped tightly in his jaws.

"Dammit!" Spike growled. "He's getting away!"

Sparkplug fumbled in his pocket for his communicator, then thumbed it on and keyed it to Prime's frequency. "Optimus, Ravage is in here! He's got one of the items on display here, a sword of some kind, and he's heading for the exit!"

 _Copy,_ Prime replied, voice taut. _Sending Jazz to intercept…_ The connection cut briefly, then returned. _Still here. Megatron's calling a retreat. Ravage must have what he wants._

"A sword?" Sparkplug frowned. Something felt off about all this. Megatron was infamous for his obsession with strange artifacts – or as Sideswipe sometimes called it, his "shiny object fetish" – but stealing an antique sword was something new. Unless Felix's story was true, and the sword DID have unnatural powers of some sort…

 _It should be safe to come out now,_ Prime informed them. _But be careful. We don't know if Soundwave left any cassettes behind._

Sparkplug nodded, and he motioned for the others to follow him out.

By the time the four of them made it out of the castle to join the Autobots, it was over. Jazz was just jogging up to the castle, his front caked with mud and grass as if he'd taken a spill. The ground was torn up and charred in places, and a large black smudge littered with debris marked where Felix's Audi had been parked. Thankfully none of the Autobots looked hurt, and save some damage to the grounds the castle had come out of the firefight unscathed.

Felix whimpered and stared at what was left of his car. "And I just paid it off…"

"Jazz, are you all right?" asked Carly.

"Fine," he replied a bit shortly, brushing dirt and sod off his bumper. "Ravage got away, though. Almost had 'im and tripped – Rumble an' Frenzy stretched a cord in my path, th' lil' pests."

"What could Megatron want with a sword, though?" asked Spike. "It's not like he can use it, except maybe as a toothpick…"

"Remember the story the guide told us," Carly reminded him. "About it possibly having powers. And we even thought it might be alien in origin. Maybe Megatron knows something about it that we don't."

Prime nodded. "We need to get back to the Ark, and fast. I'm sorry to cut your trip short, Sparkplug, but I don't think it's safe here any longer. We need to make plans to get the sword back… and hope that the stories are wrong, and that it's just a sword." He sighed deeply. "I want to think that Megatron's wasting his energy on a dead end, but all the same… I have a terrible feeling about this."

* * *

"Why the frag did you call a retreat?" groused Skywarp, sulking behind Thundercracker as they trailed after their commander. "I had the green one square in my sights, I coulda taken him!"

"Hound," Thundercracker corrected. "The green one's Hound. At least learn their names if you're going to take potshots at them."

"Excuse me, but I don't make a habit of calling mechs I'm gonna slag by name. What are ya, some kinda creepy serial killer who likes knowing every intimate detail about who you're offlining?"

"Oh for Primus' sake, Skywarp, are you watching human crime procedurals again?"

"Enough out of both of you!" Starscream snapped. "You're giving me a CPU-ache! But I agree with Skywarp on one point – you were a fool for calling a retreat so early. We could have wiped them all out! Or at least destroyed Prime or that annoying saboteur-"

"And that's enough out of YOU, Starscream!" Megatron snapped. "You're an idiot of the highest order. We got what we wanted, and it would have been foolish to stay any longer."

"You pass up an opportunity to kill the Prime? That's not like you…"

"I said enough!" Megatron looked over his shoulder to glower at the white Seeker. "Do you WANT me to slag you in midair? Shut up!"

Starscream grumbled but subsided.

Soundwave emerged from the clouds beneath the Seekers, rising up to fly beside Megatron. The Decepticon warlord didn't turn to acknowledge him, keeping his gaze focused on the horizon, but one corner of his mouth curled up in a smug grin.

"Report, Soundwave."

"Operation Sword of Truth: successful. Ravage: retrieved human weapon. Artifact in our possession."

"Excellent." His grin widened into a full-blown smile. "Then everything is proceeding as planned!"

"It's a stupid sliver of metal," Starscream sneered. "And of inferior Earth metals to boot. Of what use is it to us?"

"Silence!" Megatron bellowed. "If I want your inane commentary, Starscream, I'll ask for it!"

The Seeker growled and dropped back, letting Thundercracker take the lead.

"Energy readings on sword: inconclusive," Soundwave reported. "No sign of unusual energy fields."

"None that we can detect," Megatron replied, "but that doesn't mean it's useless to us. We will take the Sword of Truth back to our labs and test it… and uncover its secrets for our own use."

"Stories of sword's abilities: legends."

"Yes, but legends have a grain of truth in them. And if this sword is half as powerful as the legends say… it can win this war for us and eradicate the Autobots forever!" And he belted out a triumphant laugh as they soared across the sky, making for the Decepticon base.


	3. Maleficent Rising

Hook rebooted his optical visor a few times as he processed the request, doing his best to keep his face an impassive mask. "Repeat that, my Lord. You want me to do what precisely?"

"I never took you for an imbecile, Hook," Megatron snarled. "You heard exactly what I said."

"You can't be serious," he protested, allowing himself a scowl. "A splinter of metal is hardly worth…"

"You dare question me?" Megatron demanded, optics flashing dangerously.

Hook drew in a deep intake to calm himself before he did something rash. "No, my Lord."

"Good. Now take that sword into your lab and study it. Find out what abilities and powers it has. Report all your findings directly to me immediately, no matter how insignificant they may seem."

"Yes, my Lord." He extended his hand, and Soundwave reached out and dropped the sliver of black metal into his palm. "It will be done as you say."

"Excellent. At least one of my troops has the sense to know when to stop arguing with their commander." And with that Megatron turned and strode away, Soundwave close behind.

Hook waited until the two of them had vanished from view before blasting out an exasperated sigh. He closed his fist around the sword and turned to go back to his lab. It seemed to him that of late, their glorious leader was starting to lose his already tenuous grip on reality. Their mission to destroy the Autobots and take this planet's energy reserves for themselves was constantly being derailed by his bizarre "side quests," as Skywarp liked to put it. He had always had a flair for grand, flashy plans, but at least on Cybertron said plans had been halfway effective. Here, his plans were going from effective to plain lunacy.

Capturing a supposedly magic sword from a human castle and studying its properties was tame compared to SOME of his prior plans, Hook supposed. And if he had to be doing something stupid with his time, better this than building another griffon fortress or assembling a mechanical sewer gator from Optimus Prime's components. If he ever had to find new employment in the future, he was certainly going to leave those two items off his resume.

Scrapper had already cleared a table off for him when he went into the lab, and the bulldozer looked on as Hook set the sword down and reached for his toolkit.

"So that's the cause of all the fuss?" asked Scrapper, tilting his head slightly.

Hook nodded and pulled out a set of tweezers. "Somewhat anticlimactic, but I think we were expecting that."

" _Somewhat_ anticlimactic?" repeated Bonecrusher, snorting in an effort to hold back laughter. "Megatron led a mission halfway around this pathetic world for THAT? A fraggin' stick that doesn't even make a good lockpick? We can't even melt it down into anything useful!"

"Don't be so sure of that-that," Mixmaster put in, leaning against the doorframe as he watched. "Even trace amounts of metals in an alloy can make all the difference."

"Can the lot of you make yourselves useful instead of staring?" Hook snapped. "I do not require an audience while I work. Long Haul, get that acid blend from Mixmaster's storage locker. I'll need it to perform resistance tests."

"Make me your go-fer, why don't you," Long Haul huffed, but he went off to do as asked.

Hook picked the sword up in the tweezers and lifted it to optic level, increasing the magnification of his visor until every detail of the sword showed up. Strange… even a fairly new weapon would often have minute scratches and pits in its blade, marks that a good polish could only cover up rather than fix. But this weapon lacked those marks, its alloy as smooth and flawless as the plating of a newly built sparkling. The blade had held its edge as well, and while it was nowhere near sharp enough to cut his plating when he touched a fingertip to it, it still seemed plenty sharp enough to cut human flesh. Curious… a weapon as old as this one should show some signs of wear, but somehow this one had defied the curse of time.

"Any energy readings?" asked Scrapper.

"Nothing unusual," Hook replied. "No energon readings, magnetism, or radioactivity. No other known energy emissions either. That doesn't rule out an energy field that our instruments can't detect, but the likelihood of that possibility is rather slim."

"What's Megatron gonna do with that toy anyhow?" demanded Long Haul, slamming the canister of acid down on the table. "Play action figures? Given how he's gone kinda nuts since we got here, I wouldn't be too surprised."

"Wouldn't that be somethin' if Soundwave or Starscream walked in on him doing that," Scavenger giggled. "Would be hilarious. 'No sir, I didn't see you playing with your dolls again!'"

Mixmaster howled with laughter. "'Oh, your helmet's so big!'"

"If you idiots are done quoting ridiculous human movies, you can give me a hand here," Hook grumbled. "Where the smelt is my ultrasound scanner anyhow? Perhaps the blade has a crystalline core or something…"

"We'll never be done quoting human movies-movies," Mixmaster cackled. "They're stupid, but they're fun. 'Oh, will you look at that. I've been impaled!'"

"You'll be the one impaled in a moment if you don't get me my scanner," Hook snapped.

"Primus, can't a mech have a little fun?" Scavenger muttered, digging around in Hook's toolbox. "Sometimes I swear that Robo-Smasher sucked all the humor out of your spark…"

Violet flashed in the corner of Hook's vision, and an annoyingly familiar face thrust itself into his field of vision – not an attractive sight given that his visor was still on magnification mode, giving him a horrific zoomed-in vision of every dent and seam on the mech's face.

"Whatcha doin'?"

"Gah!" Hook recoiled, frantically rebooting his visor to restore his vision to normal. "Skywarp! How many times have I told you to stay OUT of my lab?!"

"Twenty-seven," Skywarp replied with a cheeky grin. His teleport had landed him on top of Hook's workbench, and he reclined there like a sunbather on a beach chair. "So whatcha doin'? Hear you ended up with Megatron's new toy, lucky you."

"Get out," Hook snapped. "We're in the middle of a research project here, and you're interfering."

"Research? Sounds boring." He squinted his optics and peered at the sword still clutched in Hook's tweezers. "Tiny black sword with a shiny blade. There, research done. I saved you hours of boring work."

"Are you deaf, you thick-helmed winged scrap pile?" Hook demanded. "If Megatron learns you're interfering with an important research project-"

"He'll blame Starscream for it and smack him in the face," Skywarp cut in. "Hey, lemmie see that. Maybe it's one of those special swords that can only be wielded by someone of a certain programming line."

"It was forged by humans, they don't have programming lines," Scrapper pointed out.

"They got DNA, that's kinda like programming," Skywarp replied. "At least if CSI is anything to go by. Here, gimmie!" He reached out to grab the sword, but Hook hoisted it out of his reach.

"Go find something else shiny to play with, you imbecile!" Hook demanded. "Or so help me I'll rewire your warp computer so it teleports you into a black hole!"

"Promises, promises," taunted Skywarp, and made another snatch at the weapon. "I just wanna look!"

"What's going on here?"

Skywarp whirled, immediately looking sheepish. "Megatron, sir! What a surprise!"

The silver warlord stormed into the lab, glaring first at Skywarp, then at Hook. The Constructicon leader kept his expression cool as he met his leader's gaze. Megatron could hardly blame HIM for this altercation – he was simply following orders in attempting to conduct research, and it certainly wasn't his fault that Skywarp had barged in and become a grabby sparkling. Whether Megatron would see it the same way was another matter entirely, however.

"I gave you a simple assignment, Hook!" Megatron snapped. "Are you incapable of carrying it out?"

"The research would be well underway if a certain Seeker would just keep his olfactory sensor out of my business," Hook retorted. "Punish HIM if you must."

"I just wanted a look," Skywarp protested in a pathetic voice. "Is that a crime all of a sudden?"

"Enough of this!" Megatron barked. "If I wanted an army of sparklings I would have recruited from Shockwave's academy! If the lot of you can't even follow simple orders, give me the sword! I'll do it myself!"

"I am perfectly qualified to carry out a simple research project…" began Hook, feeling unfairly maligned at the moment.

"Obviously not!" Megatron snarled, reaching for the sword. "Hand it over! That's a direct order!"

Hook tried moving his hand out of Megatron's reach, but he wasn't quite fast enough. Their hands collided, knocking the sword and tweezers out of his grip. Both items dropped directly into the worst possible place – the acid canister. They sank to the bottom, but not before a puff of smoke rose from the swiftly dissolving metal.

For a moment, stunned silence reigned. Every optic and visor in the room rested on the canister as they waited for what had just happened to register. Megatron's mouth hung open in an expression of horrified anger, and Skywarp wore a look that plainly said he would rather be anywhere else in the known universe than here.

The silence was broken by a clash of metal striking metal, and Hook staggered, visor fuzzed with static and his cranial unit ringing with pain from the blow to his helm.

"You. Consummate. Fool!" Megatron lashed out again, but this time Hook had time to duck and the blow simply cuffed the top of his helm. "You've ruined everything!"

"It was NOT my fault!" Hook retorted. "If everyone would just stay the frag out of my lab…"

"I don't want excuses, you idiot!" Megatron roared.

Scrapper at least acted with some degree of intelligence. He snatched a pair of acid-resistant tongs up from the workbench and plunged them into the canister, reaching for a sliver of metal at the bottom.

"What idiot keeps an open container of acid around anyway?" asked Skywarp, growing a bit bolder now that it was obvious he wasn't in trouble. "Unless they're Mixmaster…"

"The acid was for a controlled test!" Hook retorted. "I wasn't planning on submerging the entire thing…"

"I've got something," Scrapper announced.

Hook's spark lifted slightly as his comrade fished the metal out, then sank again when he recognized it as the remains of his tweezers. "I suppose it's my neck on the chopping block, is it? Despite the fact that none of this is my fault."

Megatron opened his mouth to tear into Hook further… but snapped shut again, optics flaring in surprise. "Primus below…"

Hook stiffened. His tactile nodes prickled as if picking up weird energy emissions, and a strange smell, like mingled sulfur and ozone, burned in his olfactory sensor. Under normal circumstances he would blame this on some chemical reaction of the acid and the sword's alloys… but from the way Megatron, Skywarp, and the rest of the Constructicons were staring at a fixed point just behind him, he was going to assume this was not the case. Steeling himself, one hand raised to snatch a gun from subspace, he turned in place.

It was as if someone had grabbed a fistful of the very fabric of space and was twisting it in their hands. The air seemed to buckle and warp behind them, turning into a smoky column streaked through with poisonous green light. Even as he watched something solid seemed to coalesce in the center of the smoke, radiating a pale green glow that cast the entire lab in an eerie light. An involuntary shiver went down his spinal strut in response, as if the light were a virulent energy that made his systems jolt in reaction.

A hollow, echoing laugh filled the labs, at first faint, then growing louder and stronger as a tall, sweeping form took shape before them. Jet-black and still emitting that poisonous glow, at first Hook assumed it was draconic in nature, with half-furled wings and curved horns. But as the being materialized he realized the horns were some kind of headdress, and the "wings" actually the wide sleeves of a black robe lined in rich purple. The hands and face were the last things to emerge – humanoid, elegant, and covered in pale green-tinged skin. Hawklike eyes flashed from beneath prominent sweeping eyebrows, and the mouth was curved in a look of contemptuous triumph.

The green light flared one last time, then faded, leaving the figure to gaze about the room and take in every detail. Her gaze at last settled on the gaping mechs before her, and her mouth curved in a sinuous smile.

"So the time has come at last," she said, her voice dark and rich and imbued with a sense of authority. "The sword has been broken… and I am now free to pursue my vengeance!"

* * *

Megatron had been inches from pummeling Hook into the next vorn for his destruction of the Sword of Truth, however accidental, then moving on to pound Skywarp for good measure. But the sudden appearance of the black-garbed figure in the Nemesis' labs chased all thoughts of violence from his CPU. Now he could only stare and wonder just what this creature was… and why she was here.

 _A human?_ he thought in bewilderment. _No, it can't be. Not just the size – no human is as tall as a Decepticon – but there's something about her face, her features… they're too regal, too refined. And no human exudes this… this aura, this force. This is something we've never encountered before._

It was that last part that struck him most forcefully. She didn't give off any detectible energy readings, and yet every sensor in his body practically burned from the aura of power that surrounded her. It was evident in the stance of her body, the pride of her features, the way the very air around her seemed to tremble with the force of whatever energy she carried within her. And it seemed to radiate from her in waves, flowing out with enough force to strike everyone in the room dumb.

It was, in a way, frightening, though Megatron would never admit that aloud. But it intoxicated him as well. Such power… such potential… if he could only harness it for his own use.

The being's gaze rested on him, and her smile faded slightly. "Which of you clockwork men freed me from my prison? I am in a charitable mood right now, and such an action could be generously rewarded."

"Excuse me, but we're not clockwork," Skywarp pointed out rather unhelpfully.

The woman raised an eyebrow. "Such boldness…" She produced a scepter from the folds of her robe, and brushed the tips of her fingers over the glowing sphere of crystal mounted atop it.

"What's tha-" began Skywarp, but the rest of his inquiry was cut off as his mouth vanished from his faceplate. His optics widened, and he grabbed at his face, grunting unintelligibly. The Constructicons backed away from him, as if fearing that whatever had caused his mouth to fuse shut was contagious.

"Perhaps that will teach you to have some respect for Maleficent," she said coldly. "Now… I will ask again. Which of you destroyed the Sword of Truth?"

Megatron arched an optic ridge at that. So the Sword of Truth's power had stemmed not from its construction, but from the fact that it had apparently served as a prison to this creature, whatever she was. Some sort of alien being, perhaps, one far more advanced than any they had encountered before? Or something supernatural in nature? And more importantly, who had sealed her away in the first place… and why?

He brushed those thoughts away almost immediately. They were irrelevant. The important thing was that they knew the truth behind the sword… and now that they had the source of its powers standing right before them, the fact that his subordinates' clumsiness had resulted in its destruction mattered little. The trick now would be deducing how best to control this creature, and utilize her powers for the Decepticons' gain.

Force would do no good here, he decided, not until they knew the extent of her powers. But he had other resources besides strength and firepower – his silver vocalizer, the tool he had used to amass an army and convince half of Cybertron to rally behind him to conquer their world. Perhaps it would also serve him well here…

"My apologies, my lady, for the rudeness of my troops." He stepped forward, shouldering Hook aside, and offered a polite bow. "Welcome aboard the Nemesis, warship in the service of the Decepticon Empire. I am Megatron, leader of the Decepticons, conqueror of Cybertron… and the one who freed you from your prison."

She studied him with a calculating look, one he was all too familiar with from his gladiator days – the look of an arena champion sizing up an opponent, determining how best to defeat them. Then her smile returned. "At least one of you has the proper manners, it seems." She held a hand before her, palm up, in a gesture of greeting. "Maleficent, the most powerful of the Fae, queen of darkness."

Bonecrusher snorted in laughter. "A fairy? Oh Primus, that's hilarious… where's her wings?"

Maleficent touched the head of her staff again, and Bonecrusher's mouth vanished. "It seems I must teach your men a lesson in basic etiquette," she noted.

"At ease, my lady." It was difficult to say that when he was feeling no such ease himself – indeed, watching this creature work her powers on his troops was irritating him to no end – but he strove to hold his temper in check. "My troops may not be exceptionally intelligent, but they are not beyond teaching. Restore Skywarp and Bonecrusher, and I will ensure they behave themselves."

She smirked. "You have a lot of nerve, Megatron, to presume you can order a Fae about."

"I presume nothing, Maleficent. My troops may be incompetent, but we must make do with what resources we have."

She narrowed her eyes at that. "Something we have in common, then… though I question whether your men are salvageable."

Hook clenched his fist, radiating indignation, but held his vocalizer.

"You did me one good turn, however," Maleficent mused, "so I suppose I can do you something in return." She made a gesture with two fingers in the air, and Skywarp and Bonecrusher's mouths reappeared.

"-just making an observation," Skywarp grumbled. "Oh hey, you fixed it… thanks."

"-fraggin' rotten pixie thing," Bonecrusher huffed. "Shoulda kept her in her sword…"

"Both of you shut up!" Megatron snapped. "Or I'll let her do as she wishes with you!"

Skywarp yelped and vanished in a flare of violet. Bonecrusher looked about to grumble again, but thought better of it and simply ducked behind Scavenger.

Maleficent let her gaze linger on the Constructicons just long enough for them to start squirming uncomfortably before returning her attention to Megatron. "This world has changed much since I last saw it. Do mechanical men now rule the world? Or are you golems in the service of another power?"

"I would be happy to explain everything, Maleficent… but first I have a proposal." He extended his hand, carefully arranging his faceplates in his best diplomatic expression. "I invite you to join us, to unite your powers with the Decepticon cause. Aid us in our quest… and once this world is subjugated to our rule and our foes vanquished, you may rule it as you see fit."

She smirked in response. "You wish to forge an alliance, then."

"We can accomplish great things together," he replied. "Your powers and our firepower… we would be an unstoppable force!"

She laughed softly. "You'll have to do better than that, Megatron. You speak of an alliance, but you have nothing of interest to offer me." Another laugh rippled through the air as she caught his startled expression. "If I so chose I could take this world over with a snap of my fingers. If you wish to convince me to join your side, you'll need to promise me something I want."

He narrowed his optics. "And what is it that you want?"

Her smile took on a cold cast now. "Revenge."


	4. A New Ally

A common saying aboard the Nemesis was that news tended to travel "at the speed of Skywarp," and today was no exception to that rule. Even before Maleficent left Hook's lab, striding alongside Megatron with her head held high as if she were the rightful ruler of the Decepticons instead of him, the entire ship was abuzz with the news that they had a powerful guest in their midst. How long she would be staying – and just what her presence would mean to the Decepticons as a whole – was still the source of much conjecture, and already rumors were flying like crazy.

At the moment the Stunticons were gathered in the rec room, refueling and discussing what they knew about the dark fae… which admittedly wasn't much. That didn't stop them from speculating, however.

"This is it," Dead End muttered, leaving off buffing the plating on his arm and inspecting it for imperfections. "Just as I suspected. Megatron's obsession with the unnatural and powerful has finally brought our doom upon us."

"You say that all the time," grumped Motormaster, looking up from his energon cube. "About the Combaticons joining us, about that fraggin' Pearl of Bahoudin we dug up, even about that Nightbird whatever-she-was. And we're still alive after all that, so what's to say this fairy chick's gonna kill us all?"

"Just wait and see," Dead End replied, polishing his other arm now. "Maleficent will prove to be all our dooms. It's only a matter of time before she uses her powers to corrupt our sparks beyond repair or turn us all into retrorats or whatever sorcery she feels like committing."

"D'ja here what she did to Skywarp?" laughed Dragstrip. "Finally shut him up good! Thought nothin' could do that short of ripping his vocalizer clean out…"

"If she can do that, what else can she do?" fretted Breakdown. "She could rearrange our internal components with a single glance, or even fuse our bodies into a solid piece. Slag, she could turn us into filthy organics with a blink of her optic! I'm with Dead End on this – she's dangerous!"

"She doesn't have optics, ya dolt," Motormaster growled. "And she ain't gonna do squat to us. She's on our side."

"For now," Dead End said darkly. "Until Megatron double-crosses her and we make a powerful enemy… one we have no hope of being able to fight."

"Oh, stop your moping, Mr. Depresso," Dragstrip snapped.

Motormaster turned to glare at Wildrider, and his scowl deepened upon seeing the gray Ferrari staring off into space, a dreamy look on his faceplate. The psychotic mech was deep in thought, and that always spelled trouble in his book. He reached over and socked Wildrider in the shoulder, expecting a squeal of anger and a flurry of fists in return, but all he got in return was a confused stare.

"You're too quiet," Motormaster grumbled. "What the frag are you thinking about?"

Wildrider stared at him blankly a moment, then grinned. "She's pretty."

Motormaster raised an optic ridge. "Primus help me, you have a crush on her? Someone take me out and shoot me…"

"What, she is!" Wildrider protested. "And she's got awesome powers! She could probably level a whole city block by blinking! That's, like, my dream femme right there!"

"You can't hook up with a femme you just met!" Dragstrip told him. "Besides, she's not even our species! How sick are you?"

"If she's truly magical in nature, she could probably change her shape," Thundercracker put in, walking up at that moment. "Fae have been known to shapeshift on occasion."

"Who asked you to butt in on our conversation?" snapped Motormaster.

"I'm just making a point," Thundercracker replied. "She could probably take on the attributes of any species she wanted – even Cybertronian. Unless she's the sort of fae who's weak against iron…"

"How do you know so much about fairies, TC?" Skywarp asked, flopping into a chair nearby. "Here you make fun of me for watching CSI but you read fairy tales?"

"Drop dead," Thundercracker huffed. "I read mythology books. There's a difference. It's amazing what you can learn about humans by studying their mythology."

"Except this Malodorous chick ain't mythological," Motormaster pointed out. "Still… what's this about iron?"

Thundercracker shrugged. "Certain things are supposed to be harmful to fae. Iron, silver, salt, consecrated ground, that kind of thing."

"She's surrounded by freaking metal and hasn't shown any ill effects," Skywarp pointed out. "I'm gonna guess she's just fine with iron."

"Still, the other bits are interesting," Dead End noted. "Salt, you say… and our base is surrounded by salt water. Perhaps we have ways of postponing the inevitable after all. Or perhaps salt is useless as well as iron and we're doomed anyhow…"

"Shut up already!" Motormaster growled. "Primus dammit, why couldn't that Male-whatever seal YOUR mouth shut? And keep it that way?"

"Hey, you gotta admit, this is the coolest thing by far to happen to the base for a long time," Skywarp said with a grin, leaning back in his chair. "Slag, maybe she can turn all the Autobots into lumps of coal or something. Win the war for us right then and there."

"I don't know," Thundercracker said warily. "As much as I hate to say this, I'm with Dead End on all this. Somehow I get the feeling that Maleficent's gonna be more trouble than she's worth…"

* * *

The moment Prime spotted Red Alert standing in the doorway of the Ark, sensor horns flashing like strobe lights and a look on his face that suggested he was going to explode in an apoplectic fit at any moment, he knew it was going to be one of THOSE days. He sighed and opened his door for Sparkplug to exit before transforming to robot mode. As if the attack on Witwicky Castle hadn't been bad enough…

"Optimus!" Red Alert cried. "This is NOT my fault! Obviously someone who has NO common sense let him in, completely disregarding base security in the process!"

"Slow down, Red Alert," Prime urged, patting the air in a placating gesture. "Start from the beginning. Who's in the base?"

"I don't know!"

Prime rebooted his optics in surprise. "What do you mean?"

"Exactly what I said!" Red Alert flung his hands in the air. "Nobody seems to know who he is or where he came from – or at least they won't admit it! This is absurd, Optimus Prime, and I'm not going to stand for it! What are we coming to if we can't maintain basic security measures…"

"Oh, put a cork in it already, Sergeant Spazz!" Ironhide snapped, walking up at that moment. Prowl was close behind, looking annoyed but not especially concerned yet.

"Prowl, situation report," Prime ordered. "What's going on here?"

"During a standard security sweep we discovered an unauthorized human in the base," Prowl replied. "He carries no identification, and refuses to give his name except to 'the one in charge,' as he puts it. He's currently in the common room, waiting for you."

"I see." At least Red Alert's ravings made some degree of sense now. "And no one will admit to sneaking him into the base?"

Prowl shook his head. "We suspect either the twins or Bluestreak did so. The former two would think it hilarious, the latter would probably assume he needed shelter and be too kind-sparked to turn him away. None of them will admit to bringing him into the base, however, and no one else has come out to claim responsibility either."

"Perhaps he slipped in through another entrance?" Prime suggested.

Red Alert's optics flared, and he looked about ready to burst out ranting at the thought that someone could have bypassed his security measures without so much as a blip on the readout screens. Thankfully Ironhide cut in before he could go on a tirade.

"Weirdest thing, Prime. The security cameras don't show 'im comin' in through any entrances. Slag, not even through the door to the common room. One second place is empty, the next he's just sittin' in a chair with a book, smokin' a pipe. Like he teleported in there, 'cept humans can't DO that!"

Prime frowned behind his mask. Curiouser and curiouser… the more he learned about this entire situation, the less he liked it. And the fact that this human had shown up so soon after Megatron's forces had made off with the Sword of Truth seemed highly suspicious. Was this man some kind of trap, sent by whatever force Megatron had unleashed in taking the sword for himself? Or was he here to chastise them for the attack on the castle?

There was only one way to find out. "The common room, you say?"

It was Prowl's turn to frown. "Yes… but I don't want you meeting him without a bodyguard of some sort. Human or not, we don't know what he's capable of. And if he can somehow make it into our base without activating any alarms or showing up on our security cameras, we have to assume he can do more… and worse."

Prime sighed. Prowl could be as bad as Red Alert at times, even if he wouldn't admit it. But the tactician had a point – this man was an unknown quantity, and they had to assume he was dangerous until it was proven otherwise. "Jazz, Prowl, and Hound, accompany me to the common room. Be ready for anything."

"Yes sir," Hound replied.

"Want us to be there too?" asked Carly. "Just in case?"

Prime was about to say no – he didn't want his friends put in unnecessary danger – but then decided otherwise. "Yes, but stay close to us. And be prepared to run should this man prove dangerous."

Prowl nodded and led the way into the base, heading for the room that served as a waiting area for visiting humans and civilian Autobots. Two different sitting areas had been set up, a normal-sized one for Autobots and a miniature one for humans, and a viewscreen the size of a movie theater's screen, currently playing a news report from the nearby city, took up one wall. In the far corner of the room someone had set up a high-backed plush chair with worn, patched upholstery, as well as a battered table on which sat a chipped but serviceable tea set.

Sitting in the chair was the center of all the fuss – an old man in a pale blue robe and peaked hat, a book open in his lap and a pipe in one hand. A pair of spectacles perched on his hooked nose, and a snow-white beard trailed down his chest and spilled into his lap. He seemed completely oblivious to the Autobots' presence, engrossed in his book, occasionally lifting his pipe to take a draw and puff out a mouthful of smoke.

Prime knelt down before the stranger, studying him in closer detail. He didn't recognize this man, and he appeared to be nothing out of the ordinary – save the robes and hat, but then, he'd seen enough conventions and Renaissance Faires pass through Portland that he knew that simply because someone dressed a little oddly didn't mean they were of fantastic origin themselves. There was a sense of great wisdom in the light of his eyes, an air of having seen far more than his physical age would suggest, but that was all that seemed unusual, and even that might have been Prime's imagination.

Enough study, he supposed. Time to find out why this man was here, and what he wanted… and more importantly, whether he was any threat to the Autobots.

"Ahem," he said softly. "Excuse me, sir…"

"One minute, one minute," the man huffed, turning a page. "Let me get to the end of this chapter, I have one page left."

"Sir, you are trespassing in a military base," Prime replied. "This is a serious offense. Identify yourself, and explain how you got in here."

The man was silent for a minute, not even looking up at the metallic giant crouching over him. Then he sighed deeply and shut the book with a loud THWACK.

"Ah… there. Now we may talk, Optimus. Never interrupt a book at the wrong moment, I say." He set the book aside, not seeming to notice that he'd shut his beard inside the pages. "Do sit down! I'd offer you a cup of tea, but that doesn't seem to be your particular… er, cup of tea. Oh, dear, forgive the pun."

Jazz snorted with laughter. "I like this guy already."

"He acts like we're guests in his home and not vice versa," Spike muttered before Carly elbowed him into silence.

Prime remained crouching. "You haven't answered my question, sir. Your name, please, and your reason for being here. If you fail to answer, we'll have to take you into custody."

The man snorted, puffing out a snoutful of smoke in the process. "Oh for lands' sakes, does no one trust the word of a wizard anymore? You're as bad as that Red fellow, jabbering on about security breaches and trespassers… all because a fellow wants a word with his commanding officer."

"Wait… wizard?" Sparkplug repeated. "Did you say wizard?"

"Of course I did! And to answer your question, Prime, the name is Merlin. Only the greatest wizard in the world, I'll have you know!"

Prime's jaw dropped behind his mask. This was impossible. He wasn't an expert on human mythology, but even he knew the stories of King Arthur… and the mysterious wizard who had supposedly guided him to Excalibur and, through it, the throne of England. But he had assumed that's all they were – stories, perhaps vaguely based on an actual legend but well-embroidered with exaggerations and outright fantasies by time and human imagination. Merlin might have been a wise man or counselor to an actual King Arthur, but he was hardly a wizard… and shouldn't he be dead by now?

"And to answer the questions I see rattling around in your skulls – or whatever you Autobots have in place of skulls – yes, I'm the real thing. Yes, I'm an actual wizard, and no, I shouldn't be dead by now. Wizards have a knack for keeping themselves alive as long as they're needed. I didn't expect my presence to be required THIS far into the future, but then, Maleficent has a bad habit of throwing a wrench into the best-laid plans. But I get ahead of myself." He gestured toward Sparkplug, Spike, and Carly, who were gaping at him as if he'd just sprouted another set of arms. "Sit, sit! Refresh yourselves! I'm sure you've had a long day."

The humans complied, too dazed to offer much protest. Prime finally sat down just behind them – his joints were cramping from crouching for too long, and it seemed they were going to be here awhile. Jazz and Hound lowered themselves to the ground as well, though Prowl remained standing, arms folded and a skeptical scowl on his faceplate.

"This is amazing!" Carly said, an enthusiastic grin on her face. "I can't believe we're actually talking to a living legend!"

"He can't really be Merlin!" Spike protested. "Merlin's just a myth!"

"Atlantis being real is okay, but Merlin being real is unbelievable," Sparkplug teased. "Though I admit, I'm kind of surprised he's still kicking."

Merlin simply smiled and tapped the table, and the tea service began to move of its own accord, readying a few cups. "As I said, we tend to stay around as long as we're needed. You Autobots need me, so I'm making myself available to you. It seems to have thrown your security officer into a fit, but he'll survive."

Hound leaned down in fascination, watching as the sugar bowl elbowed the teapot aside to try to reach a cup first. "Incredible… what Perceptor wouldn't give to see this!"

"Fascinating," Prime agreed. A smile played on his lip plates beneath his mask. It was difficult to remember that this gentleman was an intruder when he put on such an enchanting show for them.

Prowl, however, was nearly impossible to enchant. "Despite this man's claims, he still hasn't answered a pertinent question. Why are you here, Merlin? What is so important that it required you to break into our base?"

"I'm getting there," Merlin replied testily, waving the sugar bowl away before it could ladle another scoop into his teacup. "You robots certainly are all business, aren't you?"

"We prefer to call them mechs," Sparkplug explained, taking a cup for himself and blowing on it to cool it. "Robots is sort of derogatory to them – it implies a non-sentient mechanism."

"Mechs, then," Merlin corrected. "But very well, for the mechs' sake I'll get right to the point."

"You mentioned somethin' called Maleficent," Jazz noted. "What's that 'xactly? Sounds downright mean with a name like that…"

"Maleficent is a 'who,' not a 'what,'" Merlin replied. "She is a being of great power, a creature capable of wielding tremendous dark magic. Your kind would typically call her a fairy, though I believe nowadays they typically like to call themselves fae. It sounds less childish."

"I was going to say," Spike laughed, "the Autobots are being threatened by Tinkerbell?"

Merlin narrowed his eyes at the young man. "Tinkerbell is not nearly as harmless as you like to think she is. In fact, if you knew her she could be a downright… ahem, sorry, off the subject. But Maleficent is no delicate pixie sprinkling fairy dust – she's malicious, quick to anger, and can hold a grudge for centuries. And you would do well not to underestimate her, young Witwicky."

Spike frowned. "How do you know my name? We didn't give you our names."

"You think I would come here unprepared?" Merlin demanded. "That I would come to deliver a warning without even knowing who I'm going to be talking to? My memory's not THAT far gone ye- oh blast it all!" He'd started to stand, doubtless to add emphasis to what he was saying, but his beard was still shut in his book, and his movement yanked it straight to the floor.

Carly hopped out of her chair and bent down to retrieve the tome. "Sorry, sir… this is just rather sudden for us. We don't often get wizards in the Ark."

Merlin's expression softened slightly as he took the book from her. "Thank you, my dear. You're kindness serves you well… it's a pity you have to be caught up in this mess."

"What mess?" asked Spike. "What's going on? What's Maleficent got against the Autobots?"

"Not against the Autobots," Merlin replied, "though goodness knows they're in for it when she discovers you and your father are in league with them."

"What do you mean?" asked Prime. "Are Spike and Sparkplug in danger?"

"Danger?" Merlin gave a rueful chuckle. "They're the reason she's after the lot of you! Maleficent bears a grudge against the Witwicky line, and she won't rest until she's eliminated the descendents of those who bested her centuries ago, and all who would side themselves with them!"

* * *

 _It is a changed world indeed_ , Maleficent mused as she looked around the chamber Megatron had led her to – the "control room," he called it. Not quite as changed as she had feared – mechanical creatures had not supplanted mortal men, but were merely visitors from another world. But mankind had grown in leaps and bounds, and the arrival of these Cybertronians had only accelerated their development. Soon they might even fancy themselves gods, or at least magicians in their own right, capable of feats equaling even the most powerful fae and wizards by dint of science and technology alone.

Her lip curled in a satisfied sneer. That would not happen in her lifetime. No mere mortal was going to rise to her level so long as she drew breath. Once she had accomplished her revenge against Phillip and Aurora's bloodline, she would set herself to destroying all these pathetic humans had accomplished, setting herself and her kind as the superior beings once more.

But first she intended to keep an eye on these Decepticons. She would not feel wholly comfortable with her alliance with them until she knew precisely what they were capable of… and how she could best defeat them should they attempt to double-cross her.

And if Megatron was fool enough to willingly hand her information on his kind – information she could use against them if needed – who was she to stop him?

"Naturally, an entire history of our kind and our war would take hours," Megatron concluded. "But that is a general overview. Soundwave can give you a more thorough description of events."

Maleficent nodded. "The history you have given me will suffice for now. Interesting that this small world would be of such interest to your kind."

"There is far more on this planet than meets the optic… and you yourself are evidence of that. We never imagined a creature of your abilities existed, much less was willing to make a bargain."

She smirked. _So, mechanical warlords are capable of flattery_. She would have to watch this one – a silver tongue could be as dangerous as any weapon. But she felt more than capable of handling him. He might be powerful by his species' standards, but his abilities were strictly mundane, and for all his kind's technological strength he was still mortal. She was still the better here, and she would have to remind him of that fact.

"You mentioned you desired revenge," Megatron went on, turning his back on her a moment as he activated a glowing panel set into the wall. "Against another of your kind, I presume?"

"I only wish it were so," she replied, unable to hide the disgust in her tone. "No… against humans."

"The entire human race, or a specific set?"

"The latter. A bloodline… descendents of the ones who trapped me centuries ago. They inconvenienced me, and I shall make their children's children's children pay for the embarrassment."

"I see." Megatron looked oddly amused at that explanation, sending a flash of irritation through her. "And where might we find these descendents you speak of? Or do your abilities not extend that far."

"Do not think to mock me, Lord Megatron," she said coolly, "or our deal is off. I promise to help you destroy the Autobots once and for all if you aid me in my own quest, but insult me again and you'll suffer rust-rot for the remainder of your miserable life."

"Of course." His amused grin remained, however, and she scowled at that. He was testing her, discovering the limits of her temper and what could push it too far. She would have to control herself – he was far more observant than she gave him credit for.

"Finding a handful of specific humans amongst seven billion is no small task," Megatron continued. "Wouldn't it be easier to wipe them all out?"

 _Hmm… I like how this one thinks. He's ruthless, and thinks practically._ "Such an action would take more effort than it is worth," she said aloud. "Besides, what good is ruling the world if you have no subjects?"

"An excellent point, but it still does not solve our problem. How do you presume to find these descendents among millions?"

"Patience, Lord Megatron." She raised her staff, allowing the orb at its head to flare to life. "I have my means."

Megatron's optics flared brightly, and a look of greedy curiosity took over his faceplates as he watched her gesture over the staff, her fingertips caressing its surface. So magic fascinated him, did it? Something else to keep in mind, and possibly use against him…

She pushed the thought out of her mind, and focused her powers on the orb. Scrying took a great deal of energy, far more than she normally liked to expend on a single spell, and in most matters she preferred spies to do the work for her. But these were unusual circumstances – her own minions were long dead, and she did not yet trust Megatron's henchmen enough to rely on them for information. They could do the dirty work for her, she supposed… but this she would have to do herself.

 _Guide me,_ she urged, weaving her energy about and through the staff that focused her powers. _Show me the ones… the descendents of Philip and Aurora. Reveal the ones who must pay for the sins of their ancestors in blood._

The orb flared again, and seemed to swell to encompass the entire room. The translucent yellow crystal went clear, revealing a scene trapped within like a dragonfly in amber. Two faces… both male, one middle-aged and weathered, the other fresh and young. And in both their faces she could read signs of the same vitality and bravado that had set their ancestor apart... that had led him to think he could take on a fae and win.

 _Oh, you poor fools,_ she thought with a dark smile. _You will all learn too late that there is no winning against Maleficent – only delaying the inevitable._

She cut off the flow of energy, and the orb winked out like a snuffed candle. She lowered her hand, forcing herself to relax slowly rather than slump down into the nearest chair. That had taken a bit more energy than she'd anticipated… she would have to be careful. It would do no good to show any sort of weakness before Megatron, and give him something to exploit.

Though when she focused her eyes upon Megatron again, she realized that any obvious weakness on her part had most likely gone unnoticed. The mech's optics blazed like searchlights, and his mouth hung open in a stunned expression. The sight would have been comical under other circumstances, but she recognized it for what it was.

"You know these humans, then."

Megatron snapped his jaw shut, composing himself. "Spike and Sparkplug Witwicky. Two humans who have long been aligned with the Autobots." A smile of dark pleasure replaced his shocked look. "How very interesting."

A nearly identical smile crossed her own lips. How interesting… and fortuitous. Their worst enemies worked side by side, and it would be simplicity itself to have her revenge and fulfill her part of the bargain in one fell swoop. She couldn't have planned this better had she tried.

"It seems fate is on our side, Lord Megatron. We not only share an alliance, but a common cause. Together, we will destroy these Autobots… and exact revenge upon the Witwicky line."

Megatron's grin threatened to crack his faceplate in two. "Excellent… most excellent. It should be simplicity itself to destroy the both of them…"

"Not destroy," she replied. "Understand, Megatron – I want Spike and Sparkplug alive. There are much worse torments than death, after all… and I want to see them suffer."

Megatron nodded. "Of course. Alive it is."

Two mechanisms strode into the control room at that moment, and both saluted the silver warlord as he entered. It did not escape Maleficent's attention that the masked blue one snapped instantly to attention, his salute respectful and obedient, while the winged white-and-red one wore a disdainful scowl and gave the gesture half-heartedly. So not all Megatron's troops or officers paid him the proper respect. That was worth knowing.

"So this is the creature Skywarp spoke of," the white one noted, looking Maleficent up and down with a critical optic. "She's rather tall for an organic."

Maleficent smirked. "It is not beyond my talents to alter my size as necessary, Starscream."

Starscream raised an optic ridge. "So you know my name already. Megatron has told you, I presume? Or did you scry it somehow with your arts?"

"Your commander informed me," she replied. "It's only fair, I think, that he should warn me of the incompetent among his men, that I know who I can most rely on."

Starscream sputtered indignantly as Megatron burst into laughter. "I'm enjoying this partnership more every minute!" the warlord cackled.

Soundwave gave Maleficent a brief cursory look, but she sensed that said look was far more in-depth than it seemed. His mind brushed against hers briefly, seeking her thoughts. A telepath… so these mechanisms DID have some magic abilities, albeit not in strong concentrations. This one would bear watching.

 _Stay out of my head,_ she warned him, _and I will return the favor. Attempt such an action again, and you will live just long enough to regret it._

Soundwave gazed long and hard at her, then gave an imperceptible nod. _Affirmative._

She returned the nod. They understood each other, then. One possible threat neutralized.

"The terms of our alliance with Maleficent are thus," Megatron informed the two officers. "We work together to destroy the Autobots, and to capture their human allies. And remember, we want the humans alive."

Starscream snapped his head around to glower at Megatron. "Alive? Why?"

"That is none of your concern," Maleficent replied coldly. "You have heard my terms. And be warned, Starscream – unlike some, I do not tolerate treachery."

Starscream narrowed his optics but said nothing.

"Further orders, Lord Megatron?" Soundwave inquired.

"Find Maleficent quarters aboard the Nemesis," Megatron replied. "Then contact Shockwave and arrange a meeting. We have much to plan and discuss."


	5. Conflicts of Interest

Megatron had known that there would be difficulties in having a fae aboard the Nemesis, and that all parties involved would need some time to adjust. But he hadn't expected the very act of selecting a room for their new ally in the barracks would nearly spark a war.

He didn't recognize the first sign of trouble – a tremor that shook the control room as he was briefing Shockwave on the situation. He braced his hands against the console, riding the tremor out, keeping an optic on the system readouts to ensure the Nemesis took no structural damage. The shaking subsided within a minute, and he resumed speaking to the Guardian of Cybertron.

"Blasted earthquakes," he snarled. "Continue."

"As I was saying, my Lord, I have cause to question this alliance of yours."

Megatron scowled. "We have known each other too long for you to be mincing words with me, Shockwave. If you have your doubts, speak them."

"Very well." Shockwave's shoulders tensed, as if he were bracing himself for a physical blow. "Your bargain with this Maleficent woman is madness."

Megatron angled his head slightly as if rolling his optics. "And I suppose you're going to lecture me on the impossibility of magic now," he said, lacing his words with exasperation.

"My Lord, there is no such thing as magic," Shockwave replied. "Our universe is governed by strict laws of science, and even the highest technology cannot break those rules without dire consequences. Even extra-sensory abilities such as telepathy, clairvoyance, and time manipulation still have a solid foundation in science."

"You would think otherwise if you saw Maleficent in action for yourself," Megatron retorted, a sly grin on his faceplate. "Magic exists, Shockwave… and if we can learn to master it for ourselves, we could not only abolish those pestiferous Autobots once and for all, but we could go on to conquer the universe!" He allowed himself an indulgent laugh.

"Provided that her 'magic' is not some elaborate form of trickery," Shockwave replied, a hint of caution in his voice. "And provided she is willing to instruct you. If she is truly a creature of fantastic origin – and I say that in a purely hypothetical sense – then she might consider her abilities trade secrets, and guard them jealously. Be careful, my Lord."

"First you say it's all trickery, then you say she's dangerous," Megatron noted with a smirk. "Which is it?"

Shockwave sighed deeply. "You know what I mean, my Lord. Optimus Prime is hardly a sorcerer, and he's still dangerous."

"Optimus Prime will not be a thorn in our sides for much longer," Megatron retorted. "And Maleficent is our ally… for now. The situation is perfectly under control…"

And with the well-honed sense of irony that the universe constantly liked to put on display, a violent shudder rocked the control room, followed by screams and curses from the corridor. A stench of brimstone and smoke filled the halls, and a horrific bellowing drowned out the screams.

"Perfectly under control," Shockwave repeated, his tone emotionless but his headfins practically vibrating with barely restrained sarcasm.

"Shut up," Megatron hissed, and disconnected the call. _Soundwave, what in the Pit is going on?!_

_Situation: unstable. Maleficent: on rampage. Disclaimer: not my fault._

"I've got an army of morons," he snarled, storming down the corridor.

The sulfur-smoke smell grew stronger the farther he went, and soon he was waving smoke out of his face as he strode toward the barracks. The smoke thickened, a violet-gray fog that soon had him switching his optical sensors to an infrared spectrum to keep from running into anything. If this was Maleficent's doing, then something must have made her good and angry. His energon was on Starscream… but whoever it was he would have their head for this.

He arrived at a scene of utter bedlam. Several Decepticons had their guns out and aimed down the corridor, while others lay sprawled on the floor or against the walls. Black char marks shot through with glowing streaks of violet and green smeared the walls, and further down the corridor the very metal of the Nemesis had been warped and shredded, giving the walls a barbed, twisted appearance.

Megatron growled and kicked the nearest mech – Thundercracker, who lay back against the wall with his limbs splayed out like an overcharged delinquent. "Get up! Explain what in the Pit is going on here!"

"Starscream fragged her off!" Thundercracker snapped. "Trust me, no one's surprised at that!"

Of course… leave it to his most incompetent officer to botch things right out of the starting gate. "Get up!" he ordered, kicking the blue Seeker again. "I don't need two mechs defying my orders today!"

"I can't get up!" Thundercracker protested. "She stuck me to the wall!"

Megatron opened his mouth to deliver a tirade… only to get a better look at the Seeker. He wasn't joking – some force had practically welded the entire back of his chassis to the wall and floor. His wings looked as if they'd practically melted into the wall, and even his arms and legs were fused in place. Another mech might have been horrified at his predicament, but Thundercracker seemed more annoyed and resigned than anything. Then again, the blue flier had been the butt of so many of Skywarp's pranks that he could shrug off a lot of abuse that would send other mechs into a murderous rage.

"Where is she?" he demanded.

Before Thundercracker could reply, another roar split the air, and a stream of green-tinged flame rippled through the air over the Decepticons' heads. A wave of noxious-smelling hot air swept over Megatron, nearly bowling him over. He braced himself to keep his balance and glared at the jet-black winged form that emerged from the smoky darkness of the corridor. Easily as big as a Dinobot, if not bigger, it was sleekly but powerfully built, with a violet underbelly and white-green eyes that glowed with acidic hatred. It kept its ribbed wings tucked close to its body, and a barbed tail lashed behind it like a whip, ready to bowl over any mech stupid enough to cross it.

"Ugly sucker," Rumble muttered.

The dragon hissed and clashed its jaws a mere handspan above the cassette's head, and Rumble yelped and bolted for Soundwave. The communications officer scooped Rumble up and tucked him into his chest compartment, his visor never leaving the black monster. Tellingly, several green-tinged char marks marred his chassis; evidently this wasn't the first cassette that had managed to annoy the beast into attacking.

Megatron activated his plasma cannon and raised it to aim at the beast's chest. So Maleficent saw fit to drag her infernal pets aboard the Nemesis? It seemed he would have to put her into her place. Deal or no deal, his patience only went so far, and dragging a destructive and messy organic – even something as fantastic as a dragon – pushed his temper past its limits.

"Wretched creature!" he snarled. "Wreck our base, will you? Have a taste of your own medicine!"

Soundwave intruded on his thoughts just as he was about to fire – _Stop, Megatron._

 _Stop and allow this miserable beast to tear the Nemesis to shreds?_ demanded Megatron. _I never expected you to take an animal's side against me!_

_Animal in question: Maleficent._

That stayed his hand, and he turned to give Soundwave a stare of disbelief. _Don't joke with me, Soundwave! This isn't funny!_

_Statement: truth. Witnessed Maleficent's transformation. Catalyst: Starscream. Maleficent attempted to alter quarters to suit her own tastes. Starscream attempted to stop her, and implied her lack of intelligence and competence in process._

So the fae was a shapeshifter, or at the very least had an alternate mode much like Cybertronians did. He supposed that shouldn't have surprised him, given her other abilities. And under other circumstances he might have admired her secondary mode – it was impressive, sleek and deadly, with an odd beauty that didn't detract from its fearsome appearance. But this wasn't the time to gawk, not with an enraged fae tearing his base of operations to shreds and melting his troops into the wall paneling.

"Stand down at once!" Megatron snapped, storming forward. "This has gone far enough!"

"It's gonna kill us!" shrieked Breakdown. "We gotta kill it before it melts us all to puddles of slag!"

"Oh, listen to Megatron," Dead End grumbled from where he, too, was practically welded to the floor, unable to do much more than lift its head. "We're all doomed anyhow, though it appears that it's our choice whether it's by our liege's hand or Maleficent's fire."

"You shut up!" Megatron snapped. "Decepticons stand down! Maleficent, explain yourself at once!"

The dragon narrowed its eyes to slits, glowering down at the silver warlord as if determining if he was worth tearing to shreds. Then its entire body burst into brilliant green flame, shrinking and folding down until Maleficent stood before him in the beast's place. Her eyes still blazed with fury, and even in this form she looked fit to kill.

"What is the meaning of this?" Megatron demanded.

"I could say the same thing to you, Megatron," she replied, voice cold and venomous. "Here I thought I was granted safe haven aboard your ship, and then your men have the nerve to interfere when I try to make myself comfortable here."

"Comfortable?" squawked Starscream, struggling to pry himself from the wall. "You're ruining the base!"

"On the contrary, I am merely altering it to suit my tastes," she replied. "You may appreciate simplicity in design, Megatron, but if I am going to aid you in conquering this world, then I want my seat of power to have a certain grandeur."

"Wasn't aware the gothic cathedral look was in," Skywarp muttered. Then he clapped his hands over his mouth, as if afraid it would vanish again.

Megatron let his gaze move to the walls of the corridor. What he had first taken for a warped, shredded look turned out to be elaborate bas-relief and statue work molded into the metal – dragons, gargoyles, bat-winged demonic creatures, twisting vines barbed with thorns, and monstrosities he had no name for. The normally violet metal had been darkened nearly to black, and the squared-off ceiling had been altered to create an arched, vaulted look. It was as if, at this point in the corridor, the Nemesis ended and became one of the Temples of the Firstforged back on Cybertron.

"What… is… this?" he demanded.

"Making myself at home," she replied. "The quarters you provided me were too austere for my tastes, so I altered them. Rest assured I have not compromised their functionality, however."

"I gave you no permission to use your magic on my base!" Megatron countered. "Restore it to what it was before at once!"

She raised a sweeping eyebrow, and a smug smile crossed her lips. "You think you can make me comply with your orders, Lord Megatron?"

His optics flashed in anger. "Such impudence… alliance or not, I will not tolerate this! Undo your magic immediately!"

"You dare think you can order me about?" she retorted, her voice ringing with growing anger. "That will prove costly, Lord Megatron. You are useful to me, but not THAT useful. And if you think I am at all frightened by your bluster or your flashing-light weaponry, think again."

The gathered Decepticons hissed and tensed, and those who weren't currently attached to the architecture began to back away. Maleficent had just spoken fighting words, and while usually it was entertaining to watch a mech who had just challenged Megatron get what was coming to him, no one wanted to be around to witness THIS altercation.

"Insult me again," Megatron snarled, "and you will be scraping your own organic internals off the floor. I will NOT be mocked aboard my own ship!"

She gave a disdainful smile. "Temper, temper, my Lord. I suggest you learn to hold your anger in check, before it gets you into trouble." Her smile widened a touch. "As for your threat… I would like to see you try."

Megatron roared in rage and raised his cannon-arm. The Decepticons who still had the ability to move scattered to either side as he opened fire, unleashing a volley of plasma fire upon the fae. A stench of ozone filled the air and overpowered the lingering sulfur-smoke smell, and the brilliant violet light of the plasma rounds overwhelmed his optical sensors for a moment.

Finally, anger partially sated, he lowered his gun, rebooting his optics to recalibrate the sensors. Shock and rage flared within him again at seeing Maleficent standing in the exact same spot, completely unfazed. A ring of black char surrounded her, evidence that his shots had found their mark, but her robes weren't even singed.

"What…" was all he managed to get out.

"Under normal circumstances, this would signal the end of our agreement," she informed him. "However, I sense your people have a lot to learn about magic. This is your final chance. Threaten harm upon my person again, and you WILL regret it." She nodded at Soundwave, who fixed her with a cool stare. "I will be in my quarters. I wish not to be disturbed." And she strode down the corridor, stepped into a room with elaborately carved iron-bound wooden doors (where had THOSE come from?), and slammed said doors behind her.

"Oh sure, just leave us stuck here," Skywarp grumbled. "Like that's fair."

Megatron turned and smashed his fist into the face of the nearest gargoyle with enough force to flatten it. "Blast you, Starscream!"

"How is this MY fault?!" the Air Commander shrieked. "If you hadn't invited that blasted witch into the base in the first place, we wouldn't be in this situation!"

"If you hadn't antagonized her…" Megatron thundered.

"ME antagonize her? And shooting at her point-blank ISN'T antagonizing her?"

Soundwave watched the warlord and Seeker bicker for a few moments, resisting the urge to sigh deeply or facepalm. Then he quietly radioed the Constructicons and requested that they come to the barracks and detach Maleficent's victims from the walls and floor. It appeared someone was going to have to be the responsible one – and quite possibly the only sane one – in all this mess, and it certainly wasn't going to be his superiors at the moment.

* * *

"I guess we should have realized discovering we were related to royalty wasn't going to be all fun and games," Spike groaned.

"I figured something would come up," Sparkplug added. "I thought it would be more along the lines of the paparazzi trying to beat down the doors, though. Not an assassination attempt, and certainly not being targeted by a sorceress."

"Fae," Merlin corrected. "She's a fae, not a sorceress. There's a marked difference. But that's beside the point at the moment."

The moment Merlin had dropped his bombshell regarding Maleficent and their human friends, Prime had acted. He had scooped the wizard up in his hands, chair and all, and hauled him off to the nearest conference room, the old man griping and railing the entire while. Jazz had followed close behind, carrying the other humans, and Prowl brought up the rear. The unlikely procession had attracted its share of strange looks, but Prime had ignored them.

Now the four humans sat on the table of the conference room, with all the major Autobot officers in attendance to hear Merlin explain himself. It had been a strange and incredible tale… but then again, since they had come to this planet they had all seen their share of the strange and incredible. Merlin's account had just been a little stranger than most.

"So let me get this straight," Ratchet demanded. "Hundreds of years ago some hormonally-charged teenage prince sticks a sword through this Maleficent character, she somehow survives, and now she aims to get back at him by eradicating his descendents? That seems like overkill to me."

"Maleficent is infamous for holding grudges for a very long time," Merlin replied. "She waited sixteen years for a curse she placed on an infant to fulfill itself, and was willing to wait a hundred years more for her humiliation of Prince Phillip to carry out." He shook his head, clicking his tongue reproachfully. "She always was quick to anger, and slow to forgive."

"I'll say," Jazz noted. "All this 'cause someone forgot her invitation to a kid's birthday party?"

"More like the presentation of a royal child to an assembly of dignitaries and other fae," Merlin replied. "A far more prestigious event than a simple birthday party. It was a high honor to be invited to such an event, and back in that day people took honor very seriously. And worse, the royal family refused to apologize and even insulted her when she gave them the chance. Not saying she was in the right, but she had her reasons, even if they seem trivial to you today."

"Still, it ain't the kid's fault," Ironhide pointed out. "Real low to go after a baby for what its parents did."

"As we all know by now, corrupt beings like Megatron and Maleficent will often target the innocent to make those who love them suffer," Prime noted. "Which is why we must guard Carly as well as the Witwickys – it's entirely possible that they'll try to gain vengeance by harming her somehow."

"I can take care of myself," Carly insisted, frowning. "I'm not helpless. What's the worst this witch can do?"

"Fae, not witch!" Merlin insisted. "There's a difference! And trust me, young lady, you do NOT want to see the worst she can do!"

"We'll take your word for it," Prowl replied.

"It's obvious to me that there's only one course of action to take," Red Alert insisted.

"Oh joy, we can hardly wait to hear it," Ratchet groaned, rolling his optics.

"We have to keep the humans under constant guard," Red Alert went on, ignoring Ratchet's sarcasm. "They can't be allowed to leave the base under any circumstances. In fact, I recommend that we keep the Ark under a full lockdown until Maleficent is no longer a threat-"

"Yer answer's for us to just lock our doors an' stick our heads in th' dirt?" demanded Ironhide. "That's the stupidest thing I've ever heard! Since when did Autobots run an' hide?"

"You'd rather take your chances against a witch-sorceress-fairy-whatever the slag this creature is?" demanded Red Alert. "By all means, then, go right ahead! But don't come crying to us when she turns you into a frog!"

The mental image of the old Nissan being turned into a metallic red frog, angry and somehow croaking in his usual southern-district accent, nearly made Prime burst out laughing. He managed to bite it back just in time.

"I understand the reasoning behind your solution," Prowl said in that calm but authoritative tone he always took on when shooting down one of Red Alert's more paranoid ideas. "But a full base lockdown and house arrest won't solve the problem, only postpone the inevitable. Not to mention what sort of havoc Megatron can wreak in the meantime, while we're immobilized and unable to stop him."

Red Alert glared at the Datsun, but huffed and slumped in defeat, looking for all the world like a sparkling pouting over being forbidden from playing a favorite game.

"How do we fight a creature of magic, though?" asked Silverbolt. "We have no understanding of how it works. How are we supposed to defend ourselves from something we've never had to face before?"

"A slaggin' good question," Ratchet put in, scowling. "Pit, as of this moment, Wheeljack and Perceptor are still holed up in their lab debating whether or not magic actually exists or if this isn't some enormous prank. We don't know what kind of effects magic will have on us, or if we're even capable of shielding or counteracting any kind of magical attack. What are we supposed to do, hope regular shields and weapons are enough to take Maleficent on?"

"Oh, calm down," Merlin advised. "It's not as hopeless as you might think. You already have a magician on your side, no?" He spread his arms, grinning behind his thick mustache and beard. "I may not be of faerie origin myself, but I can certainly hold my own against her! And I'm certain I can help you design defenses against her arts until a way is found to defeat her."

Grimlock snorted. "Me Grimlock not impressed."

Merlin dropped his arms and scowled at the Dinobot leader. "Oh, come now, I may be many times shorter than you, but that's no reason to be so harsh."

Grimlock barked a short laugh. "You hairy squishy full of stories. Me Grimlock not stupid as people think – and me Grimlock say no such thing as magic! You Autobots the stupid ones for believing stupid fairy tales!" He thumped his fist onto the table. "Me Grimlock say bring her Maleficent on! Me Grimlock rip her Maleficent to shreds!"

Jazz whistled. "Now there's a showdown I'd love to see – a Dinobot up against a magic fairy-dragon!"

"You're not helping, Jazz," Prime groaned.

"You say that now, Grimlock, but just wait until you have Maleficent herself staring you in the optic, turning you to stone or cursing you to drop dead the next time you see sunlight!" Merlin retorted. "And if it's proof of magic you want… well, then proof of magic you'll get! But you won't like it, I warn you!"

Grimlock folded his arms before his chest and leaned back, exuding smugness from every joint and seam. "You Merlin do worst. Me Grimlock not care."

A chorus of groans and gasps filled the conference room. Red Alert's sensor horns flickered, and he sputtered incoherently as he tried to dredge up some kind of protest. Ratchet held his face in his hands, grumbling something about stubborn Dinobots, while Silverbolt scooted his chair back as if afraid of being contaminated by something. Jazz and Ironhide shared a smirk of amusement, and Prowl just gave Prime a look that clearly ordered him to stop this before it got out of hand.

Merlin sighed deeply and turned to Prime. "This is a fine way to start off a partnership with your kind… my apologies. Have I your permission to demonstrate my magic to your skeptical prehistoric friend?"

Prime frowned behind his mask, but at length he nodded. "Don't damage him, or do anything that will threaten his life. That's all I ask."

"Oh, of course, of course." Merlin raised a crooked wooden staff and pointed it in Grimlock's direction. "Now let's see… how did that one start off again…"

Grimlock cupped a hand over his faceplate as if stifling a yawn or a giggle.

"Ah, yes, yes… that one will do nicely." He flicked his wrist, twirling the staff in a circle, and spoke in a firm, commanding voice. _"Animus morphus capricornus!"_

Light flooded the room, bright enough to white out Prime's vision before his optical receptors shut down briefly in self-defense. Shouts of surprise echoed through the room, accompanied by a peculiar buzzing sound and a muffled _poof,_ as if something soft had burst apart. There was a weird electrical smell to the air, like a live cable, but somehow sweeter, more… _arcane_ was the only word he could come up with. Something not of this world or of any other he was familiar with…

He thought his optics were still on the fritz when he rebooted them, as white flecks filled his vision. It took him a moment to realize they were some sort of sparks, drifting down like snow and winking out even as he watched. Ratchet was waving his hands in front of his face, proving said flecks weren't just a trick of Prime's optics. Merlin's robes and beard flapped about as if blown by a strong wind, but they stilled even as Prime watched. The man wore a triumphant expression, his arms folded and his staff tucked under one arm.

There was no sign of Grimlock.

"What in the…" Prowl's voice trailed off, and his optics flickered as he struggled to process the Dinobot commander's sudden absence.

"Where'd he go?" Carly asked. "Where did you send him?"

"Oh, he's still there," Merlin assured her, chuckling. "If I simply transported him to Bermuda or some such location, he'd assume it was teleportation. No, to convince him of magic I had to do something that's impossible even with your kind's technology."

"Did you turn him invisible?" asked Spike, eyes wide.

"Mirage can do that without magic," Sparkplug reminded him. "Merlin, sir, what did you-"

A sudden noise cut off the rest of Sparkplug's question… a sound Prime had heard a few times before but was so out of place aboard the Ark that it threw his logic processor off-balance for a moment. It sounded like an animal… and it was coming from Grimlock's chair.

Jazz leaned over to look at the seat of the chair… and burst out laughing.

"What's so funny?" demanded Ratchet.

Jazz clapped one hand over his mouth, though the action did nothing whatsoever to silence his laughter. With the other he reached down, picked something up, and set it on the conference table.

Prime usually prided himself in being able to maintain a straight face despite patently ridiculous circumstances. But a laugh forced its way out of his vocalizer and past his lip plates, defying every effort to keep it contained. Ironhide, Spike, and Sparkplug joined in the laughter, and even Merlin had to chuckle.

Grimlock turned to glare at Prime with as much indignant rage as a shaggy gray goat could muster. He opened his mouth and blared out another angry bleat.

"Oh my god," Carly giggled, muffling the sound behind her hands. "Poor Grimlock!"

"How… what… what?" Prowl looked on the verge of a processor breakdown at the moment.

"Is that proof enough for you, Grimlock?" asked Merlin.

Grimlock bleated angrily and lowered his head to charge. Prime hurriedly put out a hand to cut him off.

"I think that's proof enough for all of us, Merlin," he replied. "Can you change him back?"

"You think any wizard worth his salt would cast a spell without also learning how to undo it?" asked Merlin. "Bah… _Ala-ka-ZAM!"_

Another flash, more of those peculiar snow-like sparks… and Grimlock was back to normal, crouched on his hands and knees on the conference table. He glared at everyone present, practically daring them to laugh, and slid back into his chair, snarling.

"Jazz, find Merlin a room in the base's guest quarters," Prime requested. "Ratchet, take Grimlock to the repair bay for a full physical, and see if Wheeljack can get any possible energy readings from the spell. Everyone else… I want double guards on the base until further notice. We don't know how or when Maleficent is going to strike, and we want to be fully prepared for anything."

"Yessir," Jazz replied, and he held out a hand for Merlin. The wizard stepped regally into his palm, and Jazz hurried out.

Prowl finally exploded. "That defies all laws regarding conservation of mass and energy! That was physically, biologically, and in every other way impossible! That… that should not. Have. Happened!" He vented quickly and deeply, trying to calm down after his tirade.

"I think we're just going to have to get used to the impossible from here on out," Silverbolt noted. "I guess we can't say that things won't be interesting from here on out."

Prime could only hope that "interesting" wouldn't translate to "deadly," for the Autobots or their human companions.


	6. Unexpected Bodyguards

Maleficent gave a satisfied smile as she stepped back to admire her handiwork. The suite Soundwave had offered her had apparently once been reserved for an officer – an officer who had been executed for insubordination shortly before the Nemesis had left for Earth – and was perhaps the best set of rooms aboard this ship save Megatron's personal quarters. But though these chambers might be suitable to a Decepticon, they were far too plain and utilitarian for her tastes. Before she could set her mind to puzzling out the proper revenge against the Witwickys, she had to adjust her rooms to fit her tastes.

Megatron apparently disagreed with that… but she was confident that she had proven to him that it was in his best interests to simply go along with what she wanted. Things could get nasty if he continued to protest.

The main room of her quarters had been transformed to a chamber of dark opulence. Before it had been a large but simple room containing a desk, a sleeping berth, and a viewscreen, with a simple glowing panel in the ceiling providing light. Now a black chandelier, seemingly made of barbed black vines and glowing violet crystals, hung from the ceiling to illuminate the chamber. Both desk and berth were gone, replaced with an elegant black throne decorated with emeralds and amethyst, and where the viewscreen had once been now gleamed a hematite mirror, one she had enchanted in order to use it for scrying purposes. And in a brief burst of nostalgia she had crafted the door to bear the image of a raven in flight, glittering onyx set in the metal to form its eyes.

It wasn't her best handiwork, but then, she wanted to conserve her power to further scry and plot. She could worry about creating a chamber fit for the Queen of All Darkness when she had finally decided on a plan.

She briefly ran a hand along the wall as she strode toward her throne, caressing the image of a chimera that had been engraved in the metal. Not iron, not steel, but some sort of alloy native to this Cybertron world... a metal she could touch and manipulate without damaging herself. How perfectly convenient.

She sat down on her throne, laying her scepter across her lap. Leaning back in the grand seat, she shut her eyes, taking just a moment to revel in her handiwork.

"You always did have a flair for the overdramatic."

Her eyes flew open, and she glanced around the room in bewildered anger. Who had slipped into her rooms while she had been distracted? She metaphorically cursed herself at the oversight and vowed that whoever had dared intrude in her domain would suffer…

"I'm over here, Maleficent."

Her gaze rested on the mirror, and her fine features twisted in a disdainful grimace. "Oh… it's YOU."

The mirror flickered, no longer showing a dark reflection of the room but beginning to pulse with a milky blue-white light. Even as she watched the light coalesced into a familiar form – an old man in pale blue robes and hat, with a long white beard and spectacles perched on his hooked nose. He smiled behind his bushy mustache and gave a cheerful wave.

"You're looking well for having been locked away for hundreds of years, Maleficent. You don't look a day over two thousand…"

"Don't pull that act with me, Merlin," she sneered. "You're no friend of mine."

"Come now, we may technically be enemies, given that we've chosen different branches of magic to pursue," Merlin replied, folding his hands over the luxuriant beard that flowed down his chest. "But that doesn't mean we have to be unpleasant with each other."

She curled her lip. "You contacted me to say something, Merlin. Say it already. Don't waste your breath with pleasantries."

Merlin snorted, smoke puffing from his nostrils – evidently he still had that disgusting pipe habit. "For being so willing to curse an infant over a breach in etiquette, you're awfully rude. But very well… if you must know, I was hoping there was a chance to dissuade you from your war against the Witwicky clan."

Her sneer turned into a disdainful laugh. "So instead you're going to waste your breath on an impossible cause. But do go on. It should at least prove amusing."

Merlin frowned, but continued. "Spike and Sparkplug Witwicky have done nothing to earn your ire, Maleficent. They are simple hardworking folk who have only recently learned the truth about their ancestors. Why make them suffer? How long are you going to harbor this grudge?"

"Until every last one of Phillip and Aurora's get has paid for the sins of their fathers in blood!" Maleficent declared, standing and slamming her scepter into the floor. "Don't preach to me, you doddering old fool! I will have my vengeance, and there is nothing you can do to convince me otherwise!"

"Not even to warn you about your allies… and the Witwicky's allies?"

"The Decepticons and Autobots." She smirked. "I believe I have these clockwork giants well in hand. They aren't immune to our magic, after all. If the Witwickys' precious Autobots try to stop me, or if Megatron is no longer useful to me… well, I can use my imagination."

Merlin was silent, and she couldn't tell whether he was disturbed or angered by what she had said or not. Damn that old fool… he was terribly good at hiding what he was thinking.

"Beware, Maleficent," he said at last. "Megatron may prove to be more than you can handle. I've seen things regarding your future… and that mechanism features quite prominently. I'd use caution if I were you." Even under his beard and mustache she could see one corner of his mouth curling up in a knowing smirk.

She gave a throaty chuckle. "You think to give me advice, old man? Whose side are you really on? I'd stick to advising those ignorant Autobots if I were you."

"And I'd be careful if I were you, m'lady," Merlin replied. "Megatron has his eccentricities, but he is not stupid. And the Autobots are craftier and more resourceful than you realize." He sighed. "You're sure I can't talk you out of this revenge business? It's such messy and unpleasant one, really not worth your time…"

She slammed her staff into the floor again, sending green lightning coursing up the walls.

"I suppose not. Very well." He shook his head. "I'm off, then. Our next meeting won't be so polite."

"I look forward to it," she said with a smirk of her own. Merlin might blather and babble at times, but he was a formidable opponent when he actually stopped dithering and deigned to fight. And it had been far too long since she'd pitted herself against a truly worthy opponent.

Merlin gave a rueful smile, and his image winked out of the mirror.

 _Finally,_ she thought irritably. Merlin might be one of the few humans she actually had a modicum of respect for, if only because he was a powerful magician in his own right, but that didn't mean she had much patience for his rambling. She touched her staff and activated a quick spell to block off the mirror from further contact. She wanted no more distractions from him.

Now for the task at hand… dealing with those pestiferous Witwickys. It would be simple enough to track them down and slaughter them at once, or just have Megatron's lackeys do it for her if she didn't feel like dirtying her own hands. True, they had the Autobots as bodyguards of sorts, but she anticipated little trouble from them. Even Soundwave, despite having limited access to a sort of magic, wasn't able to protect his comrades from her magic. Why should the Autobots fare any better?

But no… she didn't want the Witwickys to simply die for the sins of their ancestor. She wanted them to _suffer._ She wanted their pain to be so great that death would be a mercy, a more pleasant alternative than continuing to exist under whatever curse she concocted to place upon them. The question was what would be the most fitting punishment for those two.

She paced her chamber, tapping her lips with one long-nailed finger as she pondered. Her curse upon Aurora had not been specifically aimed to hurt her – indeed, the most pain that child had suffered was a prick of her finger and lying unconscious for several hours. She had lived her life oblivious to the curse, her royal heritage, and even the true identity of her lover until he had kissed her awake. And given how overprotective both her parents and her faerie guardians had been of her, she wouldn't be surprised if she had lived the rest of her life in utter ignorance of Maleficent's acts.

No… the ones who had truly suffered had been Aurora's parents, King Stephan and Queen Leah. She had aimed the curse carefully, giving them sixteen years of living under the shadow of death and knowing that their daughter was doomed to have her life cut short so young. She hadn't anticipated the fairy Merryweather softening the curse after her departure… but then, she hadn't anticipated Stephan and Leah compounding it further by sending their daughter away. In that sense, her curse had succeeded better than she had hoped – instead of losing their daughter at a relatively young age, they lost her entire childhood and girlhood, and by their own choice rather than Maleficent's hand.

That somehow made her revenge against the blasted royals all the sweeter. No… she had no further quarrel with Aurora or her fool parents. She already had her payback against them. Phillip, however… that was another matter entirely.

She thought back on that glimpse she had gotten of the Witwickys. Surely there was someone close and dear to both of them whom she could target. Sometimes the best way to cause maximum pain to an enemy was to strike, not them directly, but someone they loved. Mortals were so fragile like that.

There was no Mrs. Witwicky she could strike at – she had sensed that much. And while the younger of the two had a sweetheart, she sensed that their relationship hadn't progressed far enough to be true love yet. True, they had known each other for a few years, but times had changed, and true love at first sight was a rare commodity in this modernized age. Perhaps in another year Carly would be beloved enough that targeting her would wound Spike deeply… but she wasn't about to wait an entire year for that.

But there had been others close to the Witwickys… and a wicked smile crossed her face. Perhaps fulfilling her end of the bargain with Megatron would, in fact, aid her own cause. And perhaps the Autobots, rather than being a potential obstacle in her path, were in fact the means to strike back at Spike and Sparkplug – and through them their wretched ancestor. Why humans would grow so fond of mechanical giants was a puzzle she didn't care to solve; all that mattered was that the link existed, and could be manipulated to serve her own purposes.

All she needed to do was figure out just how to strike at them. For that, she would need to see them in action for herself. And she knew just the right set of eyes – or rather, optics – to suit her purposes.

* * *

Carly woke up to the sound of voices in her room, and she did her best to feign sleep even as every muscle and tendon in her body tensed for possible combat. She tried to identify the speakers – human intruders, or Decepticons? Neither possibility was good, but at least she had experience with the latter, and even knew most of Rumble and Frenzy and Ravage's weak spots should it come to blows. If it was any 'Con other than a cassette… well, she wasn't sure anyone OTHER than a cassette would fit in her apartment, but it wouldn't be beyond Megatron to shrink his troops down on a whim, she supposed.

If the intruder was human… she had less experience against an actual human foe, but at least it'd be a chance to put her self-defense classes to use. So long as they didn't have a weapon…

"…looks so much like our dear sweet Rose!" one speaker practically cooed with delight. "She's got the same hair, and I'm sure her eyes are the same…"

"So much like her many-times-great grandmother," another voice agreed, this one a bit lower but still feminine and somehow matriarchal. "The poor dear… she doesn't deserve to be caught up in this dreadful revenge business."

"Will you two keep your voices down?" a third voice griped. "You're going to wake her up!"

Well, that ruled out Decepticons, unless Megatron had suddenly recruited femmes for some reason. She shifted a little, hoping the movement looked like she was just stirring in her sleep, and slipped a hand under her pillow. The grip of the energy weapon hidden there met her hand, and that comforted her slightly.

"It seems like only yesterday our dear Rose left us to wed the prince," the first voice sighed, sounding close to tears. "I can almost hear her sweet voice…"

"Now girls, we didn't come here to gape at her," the second voice chided. "We came to weave a protective enchantment. Let's get to work before she wakes up."

"I don't see how that's going to help," the third voice grumbled. "Why not just go after that big bully directly instead of playing defense all the time?"

"That's not our way, Merryweather," the second voice replied. "We don't use our magic for violent purposes."

"Oh, because forging a magic sword isn't violent?" Merryweather pointed out.

"We're not SUPPOSED to use our powers for violent purposes," the second voice corrected. "But under times of duress I suppose it's necessary…"

 _Speaking of violent purposes,_ Carly thought as she wrapped her fingers around the grip of her weapon. In one smooth motion she sat up, pulling the gun out and thumbing the safety off. Screams erupted from the three forms that fell away from her bed, scattering to the edges of the bedroom in fright.

"I told you you'd wake her up, clumsies!" Merryweather huffed, pulling herself to her feet as the shock wore off. She was a stout little woman with dark hair and eyes, wearing a dress and peaked hat of various shades of blue. She rearranged her skirts with another huff and glared at Carly as if she were the intruder here instead of her and her comrades.

"Put that nasty thing away!" another woman ordered, crawling out from under the bedside table. This was the owner of the second voice, a fair bit taller than Merryweather and with gray-brown hair that poked out in curls from beneath her own peaked hat. Her outfit was similar to Merryweather's, but red and gold instead of blue, and she wore a businesslike expression as she eyed Carly.

"Who are you?" Carly demanded, not bothering to lower her weapon. "What are you doing in here? If you took anything, I swear I'll have the cops in here faster than you can blink!"

A soft whimper came from the closet, and the third intruder – a slimmer woman with gray hair and a dress and pointed hat of shades of green – peered out, trembling in fear. "R-Rose was never this violent…"

"Now, dear, she didn't mean it," the woman in red replied, making gentle patting motions in the air with her hands. "The young lady just woke up startled, that's all."

"You wake up to three total strangers staring at you in your sleep and see if you aren't startled," Carly retorted. "Now you three have thirty seconds to get out of my apartment before I make a phone call, and you'd better hope I decide to call the cops and not the Autobots!"

Merryweather smirked. "She's got more guts than Rose. I like that."

"There'll be none of that, my dear," the woman in red insisted, giving Carly a stern look. "We're here to help you."

"Your idea of helping me is to stare at me and talk about me while I sleep? That's creepy."

"If we had wanted to hurt you, dear, we could have done so already," she went on. "Now put that away and let's talk to one another like civilized people, please."

Reluctantly Carly lowered the weapon, though she didn't let go of it just yet. The lady might have a point, but that didn't set her mind at ease any. These people might look like harmless old ladies, but harmless old ladies didn't normally break into people's homes to watch them sleep either.

It was that moment that her brain chose to process the fact that each of these women sported wings – transparent, butterfly-like wings that fluttered behind them with every movement with soft tinkling sounds, as if there were invisible bells attached to them. More faeries then… lovely. Had Merlin sent them? After hearing his descriptions of Maleficent she had begun to hope that most faeries didn't look so stereotypically pixie-ish, but apparently that wasn't going to be the case. Maybe it was just the bad faeries who looked somewhat badass.

"Perhaps introductions are in order," the faerie in red said at last, and touched her chest. "I'm Flora, and these are my friends Fauna and Merryweather."

The faerie in green waved from inside the closet, while Merryweather just folded her arms and huffed irritably.

"I'm Carly," Carly offered. "Carly Archer."

"Carly?" Fauna cocked her head to one side. "Oh dear, that's not nearly as pretty as Rose… or Aurora, for that matter…"

She frowned. "Aurora… you mean Princess Aurora?"

Fauna nodded enthusiastically. "Oh, yes! We were just talking about how much you looked like her! Or like Rose, we knew her by the name Briar Rose, but her real name was Aurora, you know. It's so nice to see you've taken after her-"

"Wait, hold up." Carly waved Fauna's chatter away. "This is about Phillip and Aurora? And that Maleficent business?"

"Oh good, she's got brains in her head!" A grin forced its way through Merryweather's irritated expression. "I like her more every minute!"

Flora scowled. "Merlin beat us here, didn't he? Just like him to stick his nose in our business, isn't it? But no matter, at least you're up to speed now. We can go about casting an enchantment to protect you from that wicked Maleficent."

Carly wasn't sure whether to laugh or just groan in dismay. She settled for finally putting the gun away. "I think you three have the wrong person."

"Nonsense, dear, there's no mistaking you," Flora insisted. "You're the spitting image of our dear Briar Rose – or Princess Aurora, if you'd rather. And now that Maleficent's managed to free herself – or got free thanks to some idiot with no respect for magic – you're in terrible danger."

"It's not me you're after," Carly explained. "I mean, sure, you guys mean well, but…"

"But nothing," Flora replied. "Don't argue, dear. You're mortal, and as such you're going to need all the help you can get against that wicked Maleficent…"

"I'm not Aurora's descendent!" Carly snapped, her patience finally reaching its end. "It's my boyfriend you want! Spike Witwicky!"

It was far more satisfying than it should have been to see all three fae gape at her in shock. Merryweather was the first to recover, and she practically fell over laughing, clutching her belly.

"I told you!" she crowed. "I told you if Merlin was on that alien spaceship, then Aurora's descendent had to be there too! But would either of you listen to me?"

"Can you blame us for deciding otherwise?" demanded Flora, glaring at the blue-garbed faery. "Carly's the spitting image of Rose. Perhaps she's descended from King Stephan's line rather than Prince Phillip's. Or she's just extraordinarily lucky to have similar beauty to Rose's."

"Still told you," Merryweather replied smugly. "Spike even looks kind of like Phillip – not quite as handsome, but still…"

Fauna sighed. "Oh… and here I was hoping it would be like old times. Looking after Carly like we did our dear Rose…"

"I can take care of myself," Carly insisted. "Besides, I'm not even a Witwicky. Spike and Sparkplug are the ones who need looking after."

"Don't be so sure about that," Flora replied. "It wouldn't be beneath Maleficent to cast a spell on you if she thought it would get back at the Witwickys. And I don't doubt that you're a resourceful young lady, but you're hardly a match for the evil that is Maleficent."

"I still don't think she's invincible," said Carly. "She was defeated once, after all. I'm sure she can be defeated again, maybe this time for good."

"She won't be so easily defeated a second time," Flora warned. "She'll learn from her past mistakes and guard herself well. Which is why, for all Merlin's good intentions, he's going to need all the help he can get. And that's where we hoped to come in."

Carly groaned. "Don't tell me – you three are going to be bodyguards."

"It'll be wonderful!" Fauna gushed. "We'll go with you wherever you go! We'll protect you and give you guidance and keep that nasty Maleficent away from you. Oh, it'll be just like old times!"

Great. Just great. And she'd thought having Red Alert hovering over her for two weeks during a particularly nasty Decepticon scare last year had been annoying. She never thought that anything could make life with a paranoid Lamborghini venting down her neck seem like a picnic, but the thought of being constantly shadowed by three airheaded faeries did the trick.

"Is this really necessary?" she complained.

"Absolutely necessary, darling," Flora assured her. "But don't worry. We'll do our best to ensure you live your life as normally as possible. Don't mind us, we won't get in your way."

"I sure hope not." She pushed the covers aside and climbed out of bed. "I have to be at class in an hour and a half. Let me guess, one of you is going to follow me there."

"Oh, me! Me!" Fauna raised her hand, practically bouncing up and down. "I want to go! Let me!"

"All right, dear, settle down." Flora produced a slender white wand seemingly from nowhere and waved it at Fauna. Her dress dissolved in a shower of glittering dust, replaced with a green blouse and skirt ensemble that wouldn't have looked out of place on a librarian or grandmother. Her wings had vanished, which was one small blessing as far as Carly was concerned. Even on campus, being shadowed by a grown woman in fairy wings would have raised some eyebrows.

"This is your Aunt Fauna," Flora explained. "She's visiting from a faraway kingdom for a fortnight, and wants to see where you attend school."

Carly raised an eyebrow, then amended the story. "Fanny. She's my Aunt Fanny, visiting from Florida for the week, and I'm giving her a tour of campus. They probably won't let her into the classroom, but she can sit outside the building and look around."

Flora frowned but nodded. "Very well. Have a good day, 'Fanny,' and remember – no magic unless absolutely necessary."

"And don't go talking to squirrels and getting distracted!" Merryweather snapped.

"But they're the cutest and friendliest little things!" Fauna protested. "And they have the best gossip…"

Carly left the three of them to arguing as she hurried for the shower. This was going to be the week from Hell, she could tell already. At least Spike didn't have to put up with this bodyguard nonsense… right?

* * *

"AAAAAAAARGH!"

"Spike, this is Bumblebee, what's going on? I hear screaming from your room!"

"There's a mutant blue koala in my room! Get it out! Get it out!"


	7. Tensions and Intrigue

Laserbeak was busy refueling, his beak submerged in a small energon cube, when he felt something prod at his CPU. He gave an annoyed squawk, causing bubbles to form in his fuel, and sent back a burst of thought that essentially said _I'm busy, try later_ before returning to his drink. Whatever Soundwave wanted could wait until he was at full power, as far as he was concerned. It wasn't as if he didn't have other cassettes to use as message couriers, after all.

The presence nudged harder, and he raised his head, energon dripping from his beak. That didn't feel like Soundwave. His creator could be insistent at times, but almost never lost his temper with his cassettes, and if one ignored his request for aid he usually just moved on to the next available one. Whoever this was felt wrong – female, for one thing, and unlike Soundwave she was getting more annoyed by the moment.

_Come here, Laserbeak._

Laserbeak hissed. _You're not Soundwave or Megatron. I don't have to take orders from you._

_You forget I'm a guest of importance aboard your ship. Now come here._

_No. Get your own messenger mech. I'm busy, and I don't answer to anyone but Soundwave and Megatron._

_You try my patience, little bird. Now come here._

That order was followed by a burst of sensation that made his circuits crawl – a compulsion to obey that overrode every other programmed instinct in his chassis. He chirred angrily and dug his claws into the table, but the urge to fly directly to Maleficent's quarters built in force, a pressure that drove out all other thought. He struggled against it with all his might, but despite everything he felt his grip on his own chassis start to slip…

Soundwave's hands closed around him, and he found himself lifted and carried off. His body flailed of its own accord, struggling to break free, but his spark felt only relief at what was surely a rescue.

His spark plummeted when the communications officer carried him directly to the raven-engraved door of their guest's chambers. Primus fraggit, whose side was his creator on anyhow?

"Maleficent." Soundwave's voice was as bland and mechanical as ever, but Laserbeak could feel the mech bristling with anger. "Discussion: requested."

The door swung open, and Laserbeak let out a cough at the stench of sulfur and ozone that poured out of the room. A noxious green smoke layered the floor, reaching out to curl around Soundwave's ankles like foam from the waves of a grim ocean. Maleficent herself was reduced to a silhouette by the haze of smoke, illuminated by some lurid green light source that he couldn't make out right away. A weird bubbling sound filled the room, though like the light he couldn't make out the source of it. And on top of it all a weird energy poured out to roll over Soundwave and his cassette, sending their sensor nets tingling with sensation.

Laserbeak gave a frightened peep and burrowed into Soundwave's arms. Maleficent had given him the creeps from day one, but this just solidified his dislike for her. The tape deck stroked his cranial unit with a finger to calm him down before returning his attention to the faerie, who had finally deigned to acknowledge his presence.

"And what is so important that it must interrupt my work?" she demanded, stepping out of the haze to confront him. "Your leader made a request of me, and I would think he would inform his men that I'm not to be disturbed while I accomplish it." Her gaze moved to Laserbeak, and she arched an eyebrow.

"Subject of discussion: Laserbeak." Soundwave's hand moved protectively over the cassette-bird. "Not yours to command. Request permission next time."

"Permission." Maleficent's voice was full of ice and steel as she spoke. "A soulless clockwork man insists I need _permission_ to send out spies against our common enemy. You forget your place, Soundwave; aboard this ship I am Megatron's equal… and your superior."

Soundwave's visor flashed, and a wave of hot anger rolled out across the bond between himself and his cassettes. Laserbeak quailed, even though he knew said anger was not directed at him.

"You forget your place, fae," Soundwave echoed back, voice dropping to a dangerous register. "Nemesis: Decepticon warship. Not Maleficent's personal castle. Megatron: superior."

"We shall see about that."

Another burst of anger. "Threats against Megatron: highly inadvisable."

"Oh, that wasn't a threat at all." She gave him a smile that might have been pleasant were it not for the wicked glint in her eyes. "Merely an observation. Now… since you insist on placing obstacles in my way, I suppose I must ask. May I request the services of your minion for this mission?"

That stung Laserbeak's pride enough for him to stop shaking in fear long enough to squawk angrily. Minion indeed…

"Permission: granted." Soundwave loosened his hold on the cassette-bird. "Laserbeak: assigned to Maleficent for foreseeable future. Do as she requests."

Laserbeak shrieked and flapped his wings, protesting the order with all his energy. He didn't want anything to do with the creepy female, fae or not. Why was Soundwave subjecting him to this anyhow? Was this payback for getting caught by the Autobots several orns back, necessitating a rescue by Ravage? He thought he'd apologized up and down for that…

"That is an order," Soundwave said firmly, but his words were accompanied by a brief burst of data. Laserbeak quieted his squawking long enough to process it:

_Do as Maleficent requests, but keep one optic on her at all times. She is not to be trusted. Report back to me on her every move._

Laserbeak stilled, folding his wings and acquiescing with a grumble. He disliked this assignment, but playing spy for Soundwave helped make up for it some. Still, he wasn't going to enjoy this one little bit.

Soundwave gave Laserbeak a final pat before releasing him to land on the back of Maleficent's throne. "If harm comes to Laserbeak, you will pay."

"Really, Soundwave, you can be a little more trusting," Maleficent said with a chuckle. "Rest your mind, or whatever you Decepticons have in place of one. I will treat him as if he were one of my own minions."

Soundwave's visor flickered in an unspoken _that's what I'm afraid of._ But he only nodded once and stormed away.

Maleficent watched the communications officer depart, then raised her hand. "Come here, Laserbeak."

Laserbeak hissed his displeasure but jumped from the throne, landing on top of Maleficent's staff. She reached up with slender fingers to caress his head, and despite himself he felt his joints relax slightly at her touch. Maybe being her errand-mech wouldn't be so bad after all.

"Go to the Autobots' base," she ordered. "I am sure you know your way around it by now… but this time I want you to pay careful attention, not to the Autobots, but to their human allies. See which mechs they are closest to, and who guards them. I expect every pertinent detail – leave nothing out."

Laserbeak huffed – like he was even capable of missing important details – but bobbed his head in acknowledgment. He had no idea why she was so obsessed with the stupid humans anyhow, but at least this would be an easy assignment. Humans were even more idiotic than Autobots, and it was all too easy to escape their notice.

"Go," she ordered, and made a shooing motion with her hand. "Fly swiftly. And don't get caught."

She really had a low opinion of his abilities, didn't she? He thought about pecking her hand in retaliation, but decided it wasn't worth angering her. Instead he took off, swooping out of her quarters and down the corridor. The sooner he got done with this mission, the sooner he could report her request back to Soundwave, at least…

* * *

"Red Alert's going to pitch a fit about this."

Prowl turned to give Prime an incredulous look. "Our ally has just dragged a bioengineered alien life form into our base without our consent, and that's all you're concerned about?"

"I trust Merlin to act in the best interest of the Autobots," Prime replied. "If he thinks this alien can benefit our cause, then I trust his judgment. Still, Red Alert's not going to like this."

"He never does," Jazz replied, sounding altogether too cheerful at the prospect of the security officer blowing a gasket over the latest unannounced arrival.

The furry blue-gray alien looked up at the three officers, crouched back on his haunches and his round stub of a tail wriggling back and forth. The size of a medium-sized dog, he most closely resembled a misshapen koala bear, though his long ears looked like they had been stolen from a fennec fox and his toothy jaws more befitted some kind of prehistoric carnivore. And his huge black eyes shone with a fierce intelligence quite at odds with his animalian shape, giving away a brain constantly analyzing its surroundings for escape routes, weak spots, and potential targets for stirring up mayhem.

As if realizing he was the center of attention, the creature grinned toothily and raised a clawed hand. "Heh… hiiiiii."

Spike stared down at the creature with an expression of apprehension. "Does he bite?"

"Occasionally, but his caretaker has been working with him," Merlin replied casually, wearing a satisfied smile as he puffed at his pipe. "Autobots, Master Witwickys, meet Experiment Six-Two-Six, also known as Stitch. He has come to the Ark to serve as the Witwickys' bodyguard."

Sparkplug raised an eyebrow, giving the furry alien a dubious look. "No offense, Merlin sir, but… he doesn't exactly look very formidable."

Stitch pinned his ears back and snarled a little in Sparkplug's direction.

"Oh, don't be fooled by appearances," Merlin cautioned him. "Stitch was genetically engineered to be virtually indestructible. He's enormously strong, quite intelligent, and swift as lightning! He may need a little reining in when he gets in one of his moods, but otherwise I think you'll find him quite suitable for the job."

"One of his moods?" repeated Prime, frowning. "Are you saying he's dangerous?"

"We're all dangerous," Merlin countered with a bit of a smile. "Whether we look the part or not. But dangerous to the Witwickys… I would say he's more bound to make a pest of himself than be actively dangerous. His caretaker – one Lilo Pelekai – has done a great deal to teach him manners and keep his more destructive urges under control, and she has promised he will behave himself during his stay aboard the Ark."

Prowl cast a dubious look at Stitch, who was scratching behind his ear with one hind leg like a dog. "Indestructible, you say… does he have battle experience?"

"He was created to be a biological weapon by his creator, a self-styled mad scientist," Merlin replied. "And he has managed to evade several attempts on his life, not to mention rescue his caretaker when she was captured by the Galactic Federation. Perhaps not outright war experience, but he's a formidable fighter in his own right."

Prime nodded. "Is he resistant to magic?"

Merlin opened his mouth to answer, then slowly shut it. "Well now, I don't really know. Most physical attacks don't damage him, but he hasn't been tested for attacks of a magical nature."

Stitch huffed and lowered his leg with a thump. "Stitch gonna be just fine, old man," he insisted in a voice that seemed to come more from his nostrils than his vocal cords. "Stitch not scared of horned lady."

Merlin chuckled. "You aren't scared of much of anything, little one." He knelt down and patted Stitch's head, making him growl and twitch his ears slightly. "Remember, Stitch – do not engage Maleficent directly unless you have to. Your primary objective is to protect Spike and Sparkplug Witwicky, not defeat the dark fae. Guard them as if they were your family. Do you understand?"

Stitch cocked his head to one side, pondering the order. Then he nodded solemnly. "Right. Family. O'hana. Witwickys… o'hana. For now."

"Very good." Merlin patted his head one last time, then jerked his hand back as Stitch made to snap at his fingers. "You're in good hands, you two. Or paws, as it were."

"I feel loads safer already," Spike moaned, wearing an expression of extreme discomfort as Stitch bustled over and wrapped his arms around his knees in a tight hug.

"Splendid!" Merlin exclaimed, clasping his hands before him. "Now that that's settled…" He turned to Prime. "I would like to speak to your engineer, if you don't mind. Perhaps the two of us can come up with some sort of plan to keep your base safe from unwanted magical intrusion."

"Ain't 'Jack dangerous enough without lettin' 'im play with magic?" asked Jazz, though he wore a grin that plainly said that he would love to see the results of Wheeljack getting to tinker with something arcane.

"Enough, Jazz," Prime told him before addressing Merlin. "Are you sure that's a good idea? I was under the impression that science and technology didn't mix well. At least, that's the impression we've gotten from this world's media."

Merlin snorted. "If all you ever know of magic comes from television and tawdry fantasy novels, then you have a lot to learn, my friend. No… it's perfectly possible for magic and science to work in harmony with one another, but only if one knows what they're doing. It's far too easy to bungle it all up and cause trouble if you're not careful."

"All the more reason to keep magic out of Wheeljack's servos," Prowl pointed out.

"Be that as it may," Prime replied, "it would seem that the benefits outweigh the risks. We need some kind of protection against magic, and if it means some experimentation on Wheeljack's part, then so be it."

Jazz laughed. "He's gonna be like a sparklin' in a candy store, ain't he?" He stooped down and held a hand out to Merlin. "I'll take ya to him. This oughta be good."

Merlin smiled and stepped into the saboteur's hand, and Jazz straightened up and headed off for the labs. Prowl watched them go, then turned to regard Prime with a pained expression.

"Why do I get the feeling that the Autobots are going to meet their demise at Wheeljack's hands and not at Maleficent's?" he demanded.

"Because at spark you're a pessimist, Prowl," Prime replied. "Have faith in our new ally. He has far more experience in this sort of thing than we do."

Prowl let his gaze slide toward Spike, who was doing his best to walk out of the room with Stitch clinging to his leg and Sparkplug laughing uncontrollably. "Be that as it may… we don't exactly have proof that he's doing this for our own good, do we?"

"Prowl, don't start this. Merlin is on our side."

"So he says. And don't tell me that the mythology states that he's benevolent either. The Arthurian mythos have been heavily fictionalized and romanticized over the years, and this Merlin may be very different from the one popularized by the humans. And yet we're trusting him with our very lives, based on very little but his word that he wishes to help us. If he had wanted to help us, why didn't he step forward earlier, before Maleficent was unleashed?"

Prime sighed deeply. Prowl wasn't nearly as paranoid as Red Alert, but he could have his moments. And he was all too fond of playing devil's advocate, as the humans would have called it, trying to poke holes in others' plans and reasoning. There were times that such traits could be useful, even crucial, but today they were simply annoying. Prime had quite enough to worry about without his executive officer planting doubts regarding their new ally in his CPU.

"If Merlin had wanted harm to come upon us, he wouldn't have warned us about Maleficent in the first place," he countered. "I won't deny that he may be allying himself with us simply to put himself in a better position to defeat her, but if that is the case, then at least his intentions benefit us as well. Besides, he's going out of his way to protect us and our human allies. That alone speaks volumes."

Prowl frowned, his doorwings hitching higher in annoyance. "Just be careful, Prime. I dislike this whole mess, and I dislike that we have to rely on something as unpredictable as magic even more. And there are times when I wonder if the solution isn't as bad as the problem." And with that, he turned and strode out.

Prime sighed again and returned to his desk, ready to look over Ultra Magnus and Elita's reports from Cybertron. He didn't notice a flutter of movement from the ventilation grill, or the faint skritching of claws on metal as Laserbeak took off to fly further through the air ducts.

* * *

Megatron stormed down the corridor, grumbling to himself as he made his way to Maleficent's quarters. Blast it all, this deal with Maleficent was already starting to go sour. Not only had she staked out an entire sector of the Nemesis as her own and angered three-quarters of his troops, but she was commandeering Soundwave's cassettes for her personal use. She was getting on airs, thinking herself Megatron's equal just because he had agreed to help her in her petty revenge quest.

He let his lip curl in a snarl. If she thought he was going to let her walk all over him, or that their bargain put her on equal ground with the leader of the Decepticons, she was in for a very rude awakening.

Both Starscream and Shockwave had made it abundantly clear that they disagreed with the alliance – and in Starscream's case openly hated Maleficent – but up until now Soundwave had quietly supported said alliance. He had answered her questions, intervened whenever Starscream threatened to push her patience to its breaking point, and cleaned up the mess when a Decepticon fragged her off and got a fistful of magic thrown at them in response. If he had his doubts or concerns regarding the dark fae, he kept them to himself.

Apparently, though, the enigmatic communications officer could be pushed too far when it came to his cassettes, and Maleficent trying to mind-control Laserbeak for her own use had been the last straw. His complaint to Megatron had been blunt and to the point – if it happened again, he would not hesitate to strike back against her, magic or no magic.

Megatron knew who the victor of THAT altercation would be if it came to blows – even without having seen the full extent of Maleficent's power, he had to acknowledge that her strength was formidable. And though he despised having to be the only responsible mech aboard this ship and play peacemaker between the bickering parties, he saw no other choice. Both Soundwave and Maleficent were too valuable at the moment for him to lose either as a result of this stupid feud.

The hallway shifted from plain violet walls to the twisted, ornate black metal that marked where Maleficent had staked her claim to this portion of the ship. A weird green light flickered off the detailing in the metal, seeming to bring the writhing snakes, dragons, chimera, gargoyles, and other bizarre creatures to vivid life. The source of said light turned out to be the door to Maleficent's quarters, gaping open like the mouth of a beast. Thick tendrils of smoke wafted out of the chamber, and the mingled smell of sulfur and electrical burn filled the air.

 _Probably working her magic,_ he thought, and curiosity began to overtake irritation. He had only watched Maleficent work a few spells, and each time the process fascinated him. Any power that could help him conquer this wretched world was worth researching in his CPU… but magic was in another league entirely. It was one of the few forces that Cybertronian science had yet to explore in depth, and somehow that just added to its allure – an air of tantalizing mystery that was difficult for him to resist.

He told himself that he was interested in magic simply because it could give him an advantage over Optimus Prime – not knowing much about magic meant the Autobots were all the more susceptible to it, after all. He refused to admit that his fascination with it went deeper than that…

He took one step into Maleficent's quarters, assuming that she would have locked the door had she wanted privacy… and stopped in the doorway, frozen in place by what he saw.

It defied description. His optics processed the sight – tendrils of brilliantly shining energy, twisting and writhing like a nest of snakes and glowing in jewel-bright shades of green and violet – but his CPU scrambled to identify it and came up entirely empty. He had expected Maleficent's magic to manifest in some form he could understand, such as a potion or a spoken spell… not this. Not working what had to be magic in its purest form, raw and wild and waiting to be shaped by the hands of a master.

Maleficent stood with her arms spread, the sleeves and folds of her jet-black robes billowing behind her as if blown by a powerful wind. One hand clutched her staff, while the other traced patterns in the air as if she were painting an invisible portrait. The strands and coils of energy responded to her gestures, albeit reluctantly, with screams and groans like the tearing of metal. They wove and knotted themselves together in intricate designs, following some ancient pattern or language that Megatron couldn't begin to decipher. Every sensory node in his body burned with the raw energy that seemed to pour off Maleficent and whatever magic she was working.

It was enough to stall his fans out. This… this was far more than a tool to use for his conquest of the galaxy. This was TRUE power.

The dark faerie threw her head back and let out an exultant laugh, the green-and-violet light shining on her elegant features. If the sight of her magic had stopped his fans, then THAT sight nearly shut his fuel pump down. All anger, all annoyance, even the memory of what he had come down here to confront her about fled his CPU as surely as if he had suffered a total CPU wipe.

Maleficent's features twisted in a triumphant grin, and she clenched her upraised hand into a fist. At that gesture the light abruptly snuffed out, the smoke and energy vanishing as swiftly as if someone had hit a switch. Megatron thought he could detect a flicker of colored light near the floor, sputtering fitfully, but Maleficent passed a hand over it, and it disappeared so quickly that it could have merely been a trick of his optics.

Only then did she turn to regard the silver warlord, her smile briefly fading. But upon seeing his dumbfounded expression her grin returned, though it was far more smirk than smile.

"May I help you, my Lord?"

Megatron realized his mouth was hanging open, and he shut it quickly. Then he realized he had come here to talk to her about something specific, and opened his mouth again. Then he shut it again when he realized he'd completely forgotten what he was going to say.

"I see." Her smirk widened. "It would seem clockwork men are not immune to lapses in memory. No matter… we can talk again when you've recalled what you're going to say." And she made a shooing motion with her hand. "Farewell, Lord Megatron."

His irritation rose to the surface again at the implied insult, and he had just opened his mouth to retort when the door slammed shut in his face.

_Blasted fairies! Whose bright idea was it to make a bargain with them in the first place?_


	8. A Spell Is Born

The yellow Volkswagon slowed to a halt as it passed an expanse of lawn just outside the Student Union Building of Carly's school, and its single occupant gaped out the passenger-side window. Strange happenings weren't exactly uncommon on a college campus, Spike supposed, and he'd witnessed everything from flash mobs to streaking to costume parties in his visits here. And given that the Autobots liked to show up on campus every once in awhile, most people came to expect unusual happenings here.

But this was new even for him, and he couldn't take his eyes off it.

"What is going on there?" Bumblebee wondered.

"I dunno," Spike confessed, and he opened the door and stepped out. "But I'm gonna find out."

Stitch lunged out of the Autobot's interior and charged for the crowd gathering on the lawn, snarling viciously… and was brought up short by the leash fastened to his new harness. Bumblebee lurched to one side at the sudden jerk, his driver's side tires almost clearing the ground before he came back down to rest. Spike had hoped to get the alien to pass as a dog when he had to go out in public, but when Stitch had yanked him off his feet one too many times he had tried to keep him from bolting ahead by tying the leash to Bumblebee's door. That had proved catastrophic, and Bee's hinges were still sore from the resulting reattachment.

"Ouch!" Bee yelped. "Spike, I don't think tying the leash to my undercarriage was any better of an idea."

"I'm open to any other suggestions you might have," Spike replied, bending down to undo the leash. "We can't exactly let him run around loose when we're out in public. There's leash laws."

"Stitch not a dog," Stitch huffed, giving up on playing tug-of-war with an Autobot and sitting down in the grass.

"Can you at least pretend to be one?" asked Spike. "It'd make things easier on all of us."

Stitch growled, then gave a halfhearted, obviously fake bark.

"Thanks." He gave the leash a little slack and motioned for him to follow. "I promise this'll come off as soon as we get back to the Ark. And I'll buy you something at Starbucks to make up for it."

Stitch's ears pricked up at that. "Espresso! Extra strength!"

"We'll see." He headed over to the source of all the commotion – a middle-aged woman in a green outfit standing on a park bench, arms outspread as if she were about to launch into song. Birds of every shape and size perched on her arms and head, chirping and twittering, and at least a dozen squirrels, a few rabbits, a battered-looking alley cat, and a handful of mice clustered in furry audience at her feet. A human audience gathered a safe distance from her, some whispering and giggling, others raising their phones to get pictures or video.

Stitch gave a high-pitched laugh, caught Spike's warning glare, and hastily tried to disguise it as a yapping bark. A few of the birds took flight in alarm, but the rest of the animals remained where they were, as if too enamored of the woman to leave. The woman, for her part, took one look at Stitch and started squealing in delight.

"Oh, what an adorable puppy!" she gushed. "Is he friendly?"

"Not really," Spike confessed. "Um… I know some people are good with animals, but wow…"

"Spike!" Carly fought her way out of the crowd and rushed over to him, relief evident on her face. "There you are! You have NO idea what I've had to put up with… ack!" She backpedaled as Stitch snapped at her feet, growling. "What IS that thing?"

"Dad and I got a dog," Spike replied. "Our, uh, guest on the Ark decided we needed a bodyguard."

Carly, bless her, picked up the hint quickly, and she groaned. "You too, huh? Except my bodyguards decided to attach themselves to me of their own free will. And they've been next to useless." She pointed at the woman in green.

"That's your bodyguard?" asked Bumblebee, obviously fighting back a laugh.

Before Carly could explain further, Stitch acted. While Spike had been distracted he had unbuckled his harness, and he slipped it entirely and bolted toward the woman. Birds and creatures scattered in panic as he snapped and snarled, and the college students backed away with startled shrieks of their own.

"Stitch!" Spike shouted. "No! Bad dog! Heel!"

A delighted smile crossed the woman's face, and she hopped down from the park bench to confront Stitch. The furry alien growled and braced himself to spring, green-tinged drool oozing from between his teeth as he glowered at the woman. She didn't seem fazed in the least – rather, she just crouched down and held her hand out to him, as if he were nothing more than a puppy.

"Cute little thing," she crooned. "What's your name?"

"He bites!" Spike warned. "Get your hand back!"

"Aw, he won't bite me!" she insisted, reaching out to scratch Stitch behind the ears. "You're too sweet for that, aren't you, you adorable little thing! Cutest puppy in the world!"

Stitch kept growling… until the scratching began. His look of absolute fury melted into a relaxed grin, and he promptly fell over on his side, one back leg twitching. The woman moved to rub his belly, continuing to babble nonsense to him.

Carly smirked. "Nice guard dog."

"He's never acted that way with anyone," Spike protested. "Not even with Beachcomber, and usually animals love him." He lowered his voice. "Then again, I guess Stitch isn't really an animal…"

"Oh right, one of THOSE things," she replied, and lowered her own voice to a whisper. "The lady's Fauna. She's a faerie – a good one, apparently. She's supposed to be protecting me, but she's spent most of the day communing with nature."

"At least she's harmless," Spike replied. "Stitch has spent all day attacking anyone who gets within ten feet of me. Chip still won't talk to me."

"Who's a good puppy!" Fauna gushed as she continued to scratch his belly. "Does he like treats?"

"His favorite treats are chocolate-covered coffee beans," Bumblebee noted with a laugh, transforming and walking over.

Fauna's eyes almost bulged out of her head. "Oh heavens! I didn't know you had a golem for a friend!"

"Fauna!" Carly snapped. "Bumblebee's not a golem!"

"I've been called worse," Bumblebee said with a laugh. "And I'm actually a Cybertronian, ma'am, but I'm not gonna expect people to know that if they've never met one of us before. So you're another Fae, then… that's fascinating!"

"Oh, just call me a faerie," Fauna advised, giving Stitch a final pat before straightening up. "I'm not so keen on that new-fangled Fae term, it makes us sound so aloof and unapproachable." She looked Spike up and down with a critical eye. "So this is the many-times-great grandson of Prince Phillip and our dear sweet Rose. Well… I guess the looks of the ancestors get diluted after many generations."

"Fauna!" Carly squawked, while Stitch just rolled in the grass in a fit of maniacal laughter.

"Eh, that's not the worst insult that's been thrown my way," Spike noted with a shrug. "Does Merlin know you're here?"

"Oh, I'm sure Flora has said something to him by now," she said dismissively.

"Who's Flora?" asked Spike.

"One of the others," Carly replied with a groan.

"So how many faeries are playing bodyguard to you now?" he asked with a chuckle.

"Hey guys, this is interesting and all, but we might wanna get back to the Ark," Bumblebee pointed out. "Merlin's asked that Spike not leave the base for too long at a time, and he's probably already counting down the minutes."

"I'll go with you," Carly told him. "So long as Red Alert doesn't mind me dragging some company in. He'll probably throw a fit when they get there."

"Are you kidding?" asked Spike as he snapped Stitch's harness back on. "After Merlin and Stitch he'll probably just be happy that they came through the front door like normal people instead of magicking past his security systems."

Carly had to laugh in reply. "There's that. C'mon, Fauna."

* * *

_Finished at last._

Maleficent lowered her arms and gave a satisfied smile, despite the exhaustion pressing down on her like a heavy blanket. Lethargy weighed down her limbs, and her eyes burned with lingering after-images of the glowing energy she had been working. She felt… drained, curiously empty, as if she were a vessel and had poured all her strength out. And yet elation burned in her breast, a sharp triumph that kept her from slumping to the ground.

Few magic-users could truly wield pure magic, or at least not without consequences. Most could only work with spells and potions, using existing elements to cobble together their enchantments and treating the mystic arts like a recipe book. Others had the power to manipulate a single element, such as ice or flame, or a single magical ability, such as healing or telepathy, that they could hone and train, but not expand beyond that. Still others won the right to work pure magic through a bargain with a more powerful entity… but such deals often came with a heavy price, and inevitably those magicians met with gruesome deaths, or even worse fates.

To work actual magic – pure ethereal energy, not childish spells or a single talent – was a gift granted to a precious few mortals… but came second nature to a Fae.

Maleficent set her staff aside and knelt before the sphere of energy hovering a handspan off the floor. The size of her clenched fist, it was a deep emerald color, flickering like a candle flame, and it gave off a faint warmth. Even as she watched it briefly shifted color, shining a rich violent before shifting back to its verdant light.

She cupped her hands around the curse she had woven, cradling it as if it were a hatching egg. Here it was… her perfectly worked revenge. It had taken her a full day of weaving and wrestling the tangled skeins of magic, using all her formidable strength to control the wild powers and mold them to her will. And the task had been far more complicated than she had anticipated – beings of metal were far different from beings of flesh, after all, and one had to plan for their quirks and intricacies when shaping a piece of magic against them.

 _Has any magician ever worked a curse against a Cybertronian?_ she wondered. If not, it pleased her to be the first.

All her efforts had been worth it, she decided, lifting the finished spell in her hands. A delighted laugh rolled from her lips and reverberated from the arched ceiling of her quarters. The hard work had been completed. Now all that remained was getting this spell close to the Autobots, and letting it do its work. Then her vengeance against Phillip and Aurora's bloodline would be complete.

Laserbeak gave an irritated squawk from his perch on the back of her throne. The mechanical bird was perfectly capable of communicating telepathically with her, but he refused to use his talents in her presence. Even so, she perfectly understood his complaint – he saw no reason why he needed to be here.

"Patience, my dear," she told him. "I would think you would like to witness the fruits of your labors. It's thanks to you that we know just who to target to best destroy the Witwickys."

Laserbeak squawked again, and this time deigned to actually speak. _So what? Spike and Sparkplug are closest to that useless yellow minibot. Any Decepticon with a working CPU could have told you that._

"Ah, but you were the first to tell me," she replied with a smooth smile. "For that I thank you." She pondered a moment, then allowed her smile to take on a fond tilt. "In fact, I should reward you for your aid."

The bird screeched and flapped his wings. _Keep your freaky magic away from me!_

"Oh, but I think you will like this," she assured him, and she shifted the spell to one hand and took up her staff with the other. She didn't have much natural power left, but it shouldn't take much energy to do what she wished to do…

Laserbeak screeched again as his entire chassis glowed with magic, his optics flashing bright green for a moment. The glow faded in less than a minute, but it took a good five minutes more for him to quiet down after a tantrum of squawking and stomping and flapping his wings. Muttered words that might have been expletives to his kind bubbled just under the surface of his thoughts.

"There," she noted once he had finally quieted down. "That should do nicely."

_What the slag did you do to me?!_

"I have given you a gift," she replied. "One I think you will enjoy. Try it out. Fire your weapons."

_At what?_

"Just fire them." She gestured in the general direction of the wall. "Anywhere will do."

Laserbeak grumbled a little more, but he fired anyhow. Venom-green light lanced across the room and struck the wall, leaving a glowing emerald stain that rapidly began to eat away at the metal.

_What in the…_

Maleficent smiled and touched her staff again, and the green light faded, the metal restoring itself under her power. "You Decepticons seem to prize superior firepower above all else… so have a little upgrade to your own. Your foes will feel the burn of your strike long after you have gone."

 _Acid rounds,_ Laserbeak realized, and he clacked his beak in delight. _Awesome! Wait until I show Buzzsaw! And Ravage too – he'll be so jealous! Who's Soundwave's favorite cassette now?_ He waggled his wings and bobbed his head, looking for all the world like a victorious rooster strutting around the barnyard. _Thank you!_

"You're quite welcome." She reached out to stroke his head, and for once the cassette-bird didn't pull away. "You've done well, Laserbeak. Can you do a little more for me? Service to me does have its rewards, you know."

_Hmm? Sure, what? Do I get something else cool?_

"Patience, friend." She stroked a hand down his back. "I need you to go back to the Ark."

_What, more spying?_

"Don't sound so put out, Laserbeak. You're so good at gathering information. Go back, and return with something compelling enough to convince Megatron to launch an attack. Any excuse will do – a new weapon, a new ally, a weakness he can exploit, anything. And if you would like… you can feel free to sow a little chaos while you're there. Put your new weapons to the test."

Laserbeak chirred in wicked delight. _Can do, ma'am. You can count on me._

"Go, then… and perhaps I'll have something more for you when you return. Don't fail me."

He chirped in reply, and when she opened the door he glided out, practically radiating smugness as he went. She couldn't suppress a soft chuckle as she shut the door behind him. All too easy to win the bird's loyalty, it seemed. Soundwave would be disappointed to learn that his minions could be bought for such a low price. Well, his oversight was her gain.

The spell pulsed once in her hand, and she stroked it gently as if it were a kitten. Soon enough, she thought. Soon it would be time… and her vengeance would be complete.

For now, though, she needed to restore her energy. Rest and time were usually adequate for replenishing herself, but this spell had taken enough of her energy that it would take days for her to recover fully, and she didn't have that sort of time. Food would speed up the process, but she doubted these mechanical men would have anything edible on hand, let alone something suited to her tastes.

Luckily, Fae were a highly adaptable race… and she knew for a fact that Megatron kept something on hand that would do the trick.

* * *

Megatron didn't normally join his troops in the common room for fuel breaks – he usually took his energon rations to his own quarters to refuel in private. His presence today caused a bit of a stir, conversations dying mid-sentence and optics and visors fixing on the silver warlord as he stalked into the room. The sudden silence held until he had taken a cube and claimed a table, and when conversation picked back up it was in hushed tones, as if the Decepticons were afraid he would lash out at them if they were too loud. Eventually the volume returned to normal, but gazes kept wandering toward Megatron's seat, and no one made a move to sit at his table.

Oddly enough, Megatron welcomed the chatter. Whereas normally he preferred solitude in order to plot and plan, today his processor was a muddle, and he craved a distraction.

His gaze swept the room, making note of the various sub-groups and what they were up to. The Constructicons were going over a blueprint as they refueled, discussing the particulars of their current project, while the Seekers were laughing and exchanging gossip of some sort. Dragstrip and Motormaster were locked in an arm-wrestling competition while the other Stunticons noisily cheered them on, while in stark contrast the triple-changers lurked moodily in a corner, their voices hushed as they refueled. Swindle regaled the rest of the Combaticons with some tale or other at their table, though Brawl and Vortex kept loudly interrupting to argue some detail or other. Soundwave refueled alone as usual, and he had a cube raised to his shoulder to allow Ratbat to drink from his perch there. The other cassettes were scattered about the table, Rumble and Frenzy talking and Ravage batting at Buzzsaw as if trying to provoke him into a fight.

He scowled and drank deeply from his cube. Despite all his efforts to unify his army into a single fighting force, divisions remained. Seekers with Seekers, combiners with combiners… whether it was on the battlefield or during a time of leisure, they fought with their teams and socialized with their teams, very rarely crossing the invisible boundaries between them. And all too often the factions fought amongst each other, whether it was stupid pranks or outright brawls and backstabbings.

 _Perhaps this is why the wretched Autobots keep defeating us,_ he thought darkly. _Despite having scrounged his team together from bits and pieces, Optimus has managed to merge them into a cohesive whole. They have their disagreements, but when they fight together, it's as a whole…_

He squelched that thought and returned to his cube. No. He was NOT going to go down that road. Optimus Prime and his Autobots were in no way superior to him and his forces. Sure, the Prime had his tricks for keeping his ragtag forces united and focused, but it was through weak and pacifistic means. Compassion, honor, actually lowering himself to spend time with his own forces… what kind of self-respecting commander did those things? His troops feared and respected him… well, most of the time. And he wasn't about to start softening up to them now.

A ripple of unease swept through the room as a black-robed figure entered the room. Megatron's grip tightened on his cube, and he watched as Maleficent crossed the room with a graceful stride. His optics narrowed as he followed her path. What was she doing here? This wasn't her section of the ship, she should have no business here…

Soundwave kept his visor on the Fae as well, and he transmitted a message to his commander. _Maleficent: weakened. Exhaustion: evident._

 _So it seems,_ Megatron acknowledged with a slight nod. She moved as smoothly as ever, but her steps were slow, and the otherworldly light in her eyes had dimmed. _She is not as invincible as she would like us to believe._

Maleficent paused before the stack of energon cubes at the far end of the room, one hand raised to skim over them as if she were looking for just the right one. With a slight smile she rested her hand on the topmost one, and the cube's glow took on a strange green tinge. Then, to Megatron's shock, it began to drain, the glow dimming as the energon within vanished.

"Hey!" Starscream yowled, springing to his feet. "Stop her! She's stealing our energy!"

Maleficent turned to face Starscream with a smug smile, though her hand never left the cube. "Really, Starscream, is that any way to treat an ally? I thought you had learned your lesson."

"I knew you were nothing but trouble," Starscream snarled, storming toward her. "You may have Megatron fooled, but not me! You've done nothing but sabotage the base since you got here, and now you're stealing our precious energon! You're a blasted organic! Why do you need it?"

"Energy is energy," she countered. "A Fae can use it, regardless of where it comes from." She lowered her hand from the empty cube. "That should suffice for now."

"For now," Starscream repeated mockingly. "And just how much of our energy are you going to steal before you're satisfied? Or will you start draining our bodies next?"

"Now there's an idea," she said with a dark smile. "But really, I was under the impression that every soldier received a daily allotment of energy. Why should I be denied?"

"You are no Decepticon soldier!" Starscream railed. "You're a menace to our cause! I don't know why Megatron tolerates you here, but I'll not stand here and-"

Maleficent sighed deeply and waved a dismissive hand. "Shut up."

The Air Commander shut up… but not of his own accord. An expression of utter shock froze on his faceplates as his plating faded to gray – not the dark gray of death, but a dull gray as if he had been hit with an immobilizer ray. He didn't so much as twitch as Maleficent paced around him, admiring her handiwork.

"Holy slag," Skywarp gaped. "I wanna learn how to do that."

"She turned him to stone," Thundercracker murmured, sounding torn between awe and fear.

"She made him shut up, praise Primus," Dirge huffed.

Maleficent turned to Megatron and gave a respectful nod. "My apologies, my Lord… but I could not tolerate his prattle any longer. He will be back to normal within an hour… and will hopefully have learned something from this experience." And with that, she turned and strode out of the room.

Soundwave watched her go, only turning to face Megatron when she had left the room entirely. _Suggestion: close mouth. Appearance: ridiculous._

Megatron snapped his mouth shut, but his gaze remained on the doorway where the Fae had vanished. _Such power… just think of what she can do to the Autobots! They'll be helpless against us now!_

Soundwave's visor dimmed, as if he were narrowing his optics. _Advisory: terminate deal with Maleficent. She is too dangerous. Cannot be trusted._

_Not you too, Soundwave. No… we will keep her around. She is still useful to us… and there is much we can learn from her._

Soundwave's visor dimmed even further, and a burst of emotion crossed the connection between him and Megatron – he knew that wasn't the only reason Megatron kept the deal, and he wasn't pleased with it. But he opted not to comment further, and instead withdrew the contact, returning his attention to his cassettes.

Megatron, for his part, finished off his cube and stood to leave, putting Soundwave out of his processor. Like slag he was going to end the deal and oust Maleficent from the base. Fae or not, she intrigued him. Not just her power, either – no one had stood up to him quite the way she did. She was a challenge, much like Starscream… but unlike his traitorous Air Commander, who simply annoyed him, she captivated just as much as she infuriated. And somehow, he found he enjoyed that.

He chuckled softly as he made his way to his quarters. It had been far too long since he'd encountered someone equal to his power and ambition. Maleficent, for all her eccentricities, was worthy to be called his equal, and however this bargain between them ended up, he knew without a doubt that at least it would be entertaining. And he welcomed it.


	9. Explosions and Transformations

THWOOM!

Many vorns ago, an explosion coming from the general direction of the Ark's science sector would have sent Ratchet into a panic. As a freshly upgraded medic-in-training he would have either ducked beneath the exam table, expecting an attack, or simply taken off running. Now, however, he simply rolled his optics, set down the supply list he'd been looking over, and reached for his toolbag.

"Swoop, put a pause on that and come with me," he grumbled. "'Bout time I taught you how to clean up after one of Wheeljack's messes anyhow."

Swoop looked up from the computer console, optics brightening with surprise. "But you Ratchet say this timed test."

"You can retake it when we get back. This is more important. Grab your toolkit before we go – you're gonna be giving it a workout today."

The Dinobot nodded and grabbed the kit from a nearby shelf before hurrying after his mentor. Ratchet kept his stride brisk but not frantic, knowing that the sight of a running medic usually only led to panic among the ranks. He hadn't come this far as the Ark's CMO without learning a few tricks... tricks he intended to pass on to First Aid and Swoop. The Protectobot was a quick learner and an efficient medic, but still tended to go to pieces at the first hint of alarm; the Dinobot was more level-headed in an emergency, but his eagerness to bolt to the sight of an accident or injury in order to help tended to terrify more than anything.

Ratchet might have a reputation among the Autobots as cranky, impatient, and abrasive, but he prided himself in being able to keep his cool in an emergency. Especially when said emergency involved Wheeljack. Otherwise the Ark's resident engineer might have found himself disassembled and reformatted into a Zamboni by now, given how many times he'd crossed Ratchet's operating table as a patient.

The doors to the labs stood wide open, smoke billowing out to fog up the corridor. Skyfire stood at the door, covered in smears of black soot and bluish chemicals and gazing into the room with a look of exasperation.

"What's the damage?" Ratchet demanded.

"To be honest, I'm not sure," Skyfire admitted. "I was just coming in when it happened. Perceptor and Wheeljack could perhaps give you more answers."

"Him Wheeljack okay?" asked Swoop, biting his lower lip plate between his dentals with worry.

"He's on his feet at least," Skyfire replied. "Seems more stunned than anything else."

"He's still getting an aft-whipping for this," Ratchet growled. "I don't have time to mop up after him every time one of his projects goes haywire. If you're not hurt, Skyfire, go hit the washracks. Swoop and I have this covered."

The shuttle-former nodded and strode off. Ratchet motioned for his student to follow him and ducked into the labs, refocusing his optics to better deal with the haze. Despite the vast amounts of smoke, the damage appeared to be limited to one corner of the labs – a table had been blown apart, and black char stained the walls, floor, and ceiling of that particular corner. Random sprays of blue fluid also marked the walls, and shattered glassware and fragments of a ceramic crucible littered the floor. Whatever had caused the explosion was hidden beneath a layer of white foam – evidently Inferno had beaten Ratchet here, and was thoroughly dosing the area to put out any flames.

"Fraggit, Inferno, lay off," Ratchet ordered. "There IS such thing as overkill, you know!"

"The place was on fire!" Inferno retorted, lowering his nozzle-arm. "Figure THAT'S a situation where ya don' hafta worry 'bout overkill!"

"Yes, but flame retardant doesn't do any good once the fire's actually OUT," Ratchet shot back. "Where the frag is Wheeljack anyhow?"

The mech in question staggered out of the smoke, fans coughing to rid his internals of airborne particles, his white paint job charcoal-gray with ash and soot. His right arm was gone at the elbow, his right headfin was cracked and spitting sparks, and splatters of blue and white decorated his chassis. He seemed entirely oblivious to his own damages, however, and looked more preoccupied with studying the floor, as if looking for a dropped tool or other object.

"Wheeljack!" Swoop shrieked.

"I'm fine, I'm fine!" Wheeljack insisted, waving his remaining arm in the Dinobot's direction. "Ratch, you're here? Good, help me look for him, will you? Watch your step, don't want him stepped on."

"Primus dammit, Wheeljack, what did you do NOW?" Ratchet demanded. "Get your aft over here so we can fix you!"

"Just let me find Merlin first!" the engineer insisted. "Kinda lost track of him after the explosion…"

"Merlin?" Ratchet narrowed his optic shutters. "Don't tell me you dragged the magician in here! If anything's happened to him, I'll have your blasted head on a pike!"

"I _invited_ him here, for your information!" Wheeljack retorted as he crouched over the remains of the table, pawing through the layer of foam. "We were going to work on some kind of shielding or resistance to magical attacks! How was I supposed to know protection spells and raw energon crystals don't mix?"

"Nothing mixes with raw energon, you idiot," Ratchet snapped. "Honestly, for supposedly being a top scientist, you don't have a shred of common sense!"

"If it is any consolation," Perceptor pointed out, crawling out from under his own workbench at that moment, "it was I who gave the suggestion that Merlin attempt to use sorcery upon the crystal sample. It was my theory that a metaphysical energy might have a different set of effects-"

"I don't care whose idea it was!" Ratchet barked. "Just find the squishy wizard and get him out of here!"

"Oh, calm down, calm down! My goodness, Ratchet, you're going to send your oil pressure through the roof at this rate!"

Ratchet turned, glaring in the direction of the voice. "Wherever you are, Merlin, come out! Your little spells have made a mess of our labs and our engineer!"

Merlin's voice continued on, sounding oddly hollow as if he were speaking through a metal tube. "Oh, do settle down, Ratchet. I do apologize for the mess, but believe me, we learned a great deal from this little… mishap." A glowing mote of dust floated down from the ceiling, swirled briefly in the air in front of Ratchet's faceplate, and landed at his feet to shift into the robed, bearded form of the Arks' visiting wizard. "As a great thinker of your kind once said, we haven't failed. We've merely found a way that doesn't work."

"Didn't him Edison try ten thousand ways that not work?" asked Swoop, cocking his head.

Ratchet blinked, more startled at Swoop's statement than at the wizard's transformation. Where the frag had Swoop learned about a human scientist anyhow? Maybe all that time he spent on the Internet in his spare time wasn't going to waste after all.

"Yes, yes, but the point is he DID find a way eventually!" Merlin pointed out. "We'll just clean up the mess and try again!"

"Not if it results in injuries every time!" Ratchet snapped.

"Oh, c'mon, it's just a few dents!" Wheeljack insisted.

"You call a severed arm a few dents?!"

Wheeljack looked blankly at the stump of his right arm. "Oh… will ya look at that. Must've come off in the explosion."

Swoop cocked his head in the other direction. "Me Swoop starting to think you Wheeljack not have pain sensors."

"Scientists tend to have as many pain sensors as they have common sense," Ratchet noted acerbically. "Swoop, go find his arm. Wheeljack, to the repair bay. March!"

Wheeljack huffed through his vents. "Just leave the mess, Percy. I'll clean up when I get back."

"I hope you won't object if Merlin and I continue our experimentation while you are absent," Perceptor replied, stooping down to scoop the wizard up in his hands. "This project is really too essential to the Autobots as a whole to terminate simply because of one minor miscalculation."

Ratchet wanted to argue, but managed to restrain himself. Perceptor had a point – if Megatron really had a dark witch or faerie or whatever-the-slag she called herself on his side, they were going to need some kind of protection against her powers. And the sooner Merlin and the Autobot science team could come up with some kind of workable shield or counter to Maleficent's powers, the better. It didn't mean he had to like the ensuing chaos, of course.

"Blow anything else up, yourself included, and you're cleaning up after yourself and doing your own repairs," Ratchet snapped. "I don't have time to put up with this nonsense…"

His voice trailed off, and he snapped his jaw shut as a flicker of scarlet in the ventilation grate caught his optic. Someone was spying on them… and while part of him wanted to dismiss it as Ramhorn doing his usual rounds of the base or Sideswipe being an idiot again, another part of him suspected just who it was…

"We've got company!" he barked. "Laserbeak's in the vents!"

Perceptor shifted Merlin to one hand and reached to his shoulder to activate his scope-gun, but the magician was faster on the draw. He raised his free hand and pointed his staff at the ventilation grill. His eyes flashed a brilliant blue-white, and sparks of white energy dazzled the air around him. White light gathered in his torso, then poured down his arm and lanced from the tip of his staff to the grate.

"Ala-ka-ZAM!"

A clap of thunder rolled through the labs, shaking the walls and cracking the glassware on Perceptor's workbench. Sparks billowed out of the vent like snow, and an angry shriek signaled that Merlin's attack had found its mark. Claws scrabbled at metal as the Decepticon cassette rushed to make his getaway.

"Fragitall!" Ratchet bellowed, then switched to his radio. _Prime, Red Alert, we've got cassettes! At least one in the ventilation system by the labs, and there could be more!_

 _How the slag did it get in?_ demanded Red Alert. _I had security cameras, protective grilles, the works! Someone had to have let it in! We have a traitor in our ranks!_

 _Red Alert, calm down,_ Prime ordered. _Let's worry about catching the cassettes before we start accusing everyone of treason. Blaster, have your cassettes sweep the ventilation system. Autobots, watch all ventilation grates for Decepticon activity. With any luck, we can catch this pest before he makes it back to Soundwave._

 _Roger, Prime!_ Blaster replied. _Cassettes scramble! Let's drop a sick beat on this Decepti-punk!_

"What kinda spell did you hit Laserbeak with anyhow?" asked Wheeljack as Ratchet cut the connection.

Merlin rubbed at his beard in thought. "You know… come to think of it, I'm not sure. I just sort of reacted instinctively. Not every wizard can draw on power without speaking an incantation first, so I count myself one of the lucky ones… still, what I get tends to be a bit of a gamble. Whatever it is, it should be interesting."

* * *

Megatron raised his optic ridge. "I can hardly wait to hear THIS explained."

A small audience had gathered in the Decepticon commander's office – Soundwave, Starscream, Maleficent, and at least three of Soundwave's cassettes. Soundwave remained silent, Rumble perched on one shoulder and Buzzsaw huddled behind his shoulder cannon, but the look he was giving Maleficent could only be described as a death glare even through the mask and visor. Starscream stood back with his arms folded, a smirk on his face as if he were just waiting for the right moment to start crowing "I-told-you-sos" at his superior officer. Maleficent looked as regal as ever, darkly serene and seemingly oblivious to the hatred radiating from Megatron's subordinate officers.

The reason for this unexpected meeting looked dejectedly up at Megatron from his perch on the warlord's desk, wings and head drooping as if he were wilting on the spot. Under normal circumstances Megatron might have cracked up laughing at Laserbeak's appearance – he wasn't above finding humor at the expense of his troops – but laughter would only make the tension between Soundwave and Maleficent explode at the moment.

"I can explain this situation quite clearly," Starscream noted in a slimy tone. "Maleficent obviously seeks to defeat us by turning us into worthless organics!"

"I can assure you I did nothing of the sort," Maleficent replied coolly. "Do not insult me further, Starscream. That is your only warning."

"I'm not insulting you," he retorted. "Just stating my observations."

"Spend more time observing and less running your vocalizer, then," Megatron snapped. "And Maleficent, whether or not this is your fault, you will explain to me why one of our most trusted spies has been turned into a flesh creature!"

Laserbeak flapped his wings angrily, scattering a handful of feathers, and gave a garbled squawk of outrage. Megatron hadn't recognized the type of bird the cassette-condor had been transformed into, and it had taken a trip to the humans' information network to identify him as a wild turkey. Of course whatever powers that had cursed the mech would have chosen one of this world's ugliest birds as his new form.

"There are other magicians and fey on this world," Maleficent replied. "Granted, few as powerful as me, but certainly many capable of working a transfiguration enchantment."

"Laserbeak's last location: Ark," Soundwave reported. "Objective: gathering intelligence on Autobots." A pause as he processed his own remark. "Error: did not send Laserbeak to Autobot base. Acting under other orders. Explain yourself."

Laserbeak squawked again and stamped his way over to Soundwave, feathers puffed out in a display of rage. Soundwave didn't even twitch, but he radiated sheer rage anyhow.

"Laserbeak: acting under Maleficent's orders." Another glower.

"Really, Soundwave, don't act so put out," Maleficent advised. "You did say I could make use of him."

"Enough of this," Megatron ordered. "Turn him back at once!"

Maleficent gave him a look of disdain, then raised her hand and gestured over the orb of her staff. A flash of green lightning enveloped the turkey, and he shrieked and thrashed briefly before shifting back to his normal mechanical form. Laserbeak offered Maleficent a venomous glower of his own before retreating to the safety of Soundwave's hands.

"I certainly hope that he uncovered something valuable for all this trouble," Megatron growled, giving the Fae a warning look.

Soundwave tucked Laserbeak into his chest compartment. "Laserbeak reports. Autobots: experimenting with magic shields. Ally: human wizard, called Merlin."

"Merlin?" Maleficent's eyes flashed, and her fingers tightened around her staff hard enough to whiten her knuckles. "I should have known HE would get involved in this."

"An enemy of yours?" asked Starscream. "So you fear him… you're not as all powerful as you'd like us to thi…" His voice trailed off mid-word when he noticed that a staff and a fusion cannon were both aimed in his direction, and he subsided with a mutter.

"Merlin is a human sorcerer," Maleficent explained. "One with considerable power, which is surprising given that he was once mortal." She curled her lip in a sneer. "He could be the greatest magic-wielder who ever lived save for one flaw – his disgusting sense of honor."

 _Much like Optimus Prime,_ Megatron mused, smirking a little. _Small wonder he's taken to keeping company with the Autobots._ "If the Autobots have their own magic-user on their side, then the situation has become complicated. Soundwave, have the Autobots had any success in creating shields against magic?"

Soundwave took a moment to converse with Laserbeak before replying. "Negative."

Megatron smiled darkly. "Then the moment to strike is now. We will catch the Autobots while they are still vulnerable! Organize the troops! We move out at sunrise!"

Maleficent gave a dark smile of her own. "I shall go with you. You'll need one skilled in magic to protect your troops from Merlin's arts."

There was a glint in the dark fae's eyes that Megatron didn't particularly like – a hint that she had her own agenda for this battle, and wasn't simply accompanying the Decepticons to offer her aid. But he said nothing about it. She had extended the offer, and he would be a fool not to accept it. And so long as her agenda dealt only with fulfilling her end of their bargain or exacting her revenge against those pestiferous Witwickys, then so be it.

"Then be ready to move out at sunrise," he ordered. "I suggest you complete whatever preparations are needed by then."

She only nodded once and turned to go. Rumble flashed a rude gesture at the dark fae once her back was to him, but if she sensed the insult at all she made no move to retaliate.

"It eludes me how you tolerate her, Megatron," Starscream growled.

"She is useful to our cause," Megatron retorted.

"Really?" Starscream demanded. "You say that when she hasn't done ONE useful thing for us yet! Only abused the Decepticons and marked an entire wing of the Nemesis as her own!"

"An' you oughta see her struttin' around like she owns the joint!" Rumble added, his disgust toward the fae giving him the courage to speak out to their leader. "That dame's trouble, boss. Get rid of her before she turns us all into frogs or Virtual Boys or somethin'!"

"Enough out of you!" Megatron snapped. "You're all dismissed! Be ready to move out at sunrise!"

Starscream stalked out, wings twitching in irritation. Rumble hopped down from Soundwave's shoulder and followed close behind, while Buzzsaw just tucked himself further behind his master's cannon. Soundwave, for his part, remained where he was, leveling a long look at the warlord.

"Say whatever you have to say," Megatron ordered caustically. "Otherwise, get out of my sight."

Soundwave kept up the unnerving stare for a long moment. Then he shook his head. "Nothing new to add. Megatron: forewarned already. Suggestion: listen. Starscream: correct in suspicions." He went quiet a moment longer, then added "For once."

Megatron glowered as the communications officer turned and walked out. Blast it, was even his most loyal subordinate having doubts now? If Maleficent's presence sparked a mutiny among his own troops, perhaps having her aboard the Nemesis was far more trouble than it was worth.

 _Don't be an idiot,_ he told himself. _Maleficent will prove her worth. And after sunrise tomorrow, no one aboard this ship will question her presence. With magic at our side, we shall vanquish the Autobots once and for all. They will see._

He chuckled to himself as he stood and headed for the armory to ready himself. He could hardly wait to rub their upcoming victory into Starscream's face. Perhaps that would shut his treacherous second-in-command up for awhile.

* * *

It was a crude weapon, all brute strength and power without any elegance or subtlety. But perhaps, to these clockwork men, that was all that mattered. They certainly seemed to prize strength and utility over beauty, and the works of their hands were shaped accordingly.

Under normal circumstances, she would have altered the shape of this weapon to better suit her tastes. But for now she simply picked up the pistol and tucked it within the folds of her robe. No… better to leave it in its original form for now. Her plan called for some measure of secrecy, after all.

Maleficent took one last look around the armory before turning to leave, curling her lip in disgust. All brute strength and technology… had this world really fallen so low? Had all races forgotten magic? Surely beings with a civilization billions of years old would hang onto some measure of the old arts, but it seemed that magic had all but vanished among these Cybertronians. Even Soundwave, the one mech among the Decepticons with any measure of magic talent, failed to develop his powers beyond telepathy. A shame and a grave loss, that.

 _Megatron, at least, seems to appreciate my skills,_ she thought. _Even if he only sees them as a tool and a weapon. Perhaps he is not beyond teaching… though he has no innate power of his own. Making a magic-user out of him will take some doing…_

Speak of the devil – Megatron stood in the doorway of the armory, watching her. She paused in her tracks and raised an eyebrow at him, as if daring him to try to block her way. He stepped to the side but kept his gaze locked on her, and she could feel the heat of his gaze even as she strode past him and made her way to her own quarters.

 _Odd… here I was under the impression that he approved of my presence here._ Though it hadn't been hatred in his gaze, not exactly. It was something else… interest, perhaps? Curiosity? Or something more…

 _Oh, that is precious!_ A laugh slipped past her lips. _Can it really be that a clockwork man is infatuated with you, Maleficent? And here you were beginning to think these beings were heartless!_

Truth be told, drawing the eye – or optic, as it were – of a mechanical man wasn't displeasing. She fully admitted to having a streak of vanity, well-deserved in her opinion, and she prided herself in her striking appearance. She knew she turned heads among mortal and fae alike, and though it had been centuries since she had taken on a lover, she relished the attention. A construct of metal and energy admiring her was new, but still flattering.

Besides, Megatron cut a striking figure himself. He had a rather handsome face, and carried himself with a savage but regal grace befitting a warrior king. It was unfortunate that he was mechanical – had he been human…

She shook her head and opened the door to her quarters. Look at her. Going daydreamy like a flitting pixie instead of the powerful fae she was. She had to get a hold of herself.

In her quarters, she drew the gun she had pilfered and set it on the armrest of her throne. Then she raised her staff, focusing her energies for this next spell. She had never attempted this before, but she was confident it would work…

She hissed in pain as her body began to shift, skin and muscle hardening and smoothing out into flat planes instead of curves, fire burning through her veins as her blood shifted to pure energy. Her eyes glowed emerald-green before flaring to crimson, and her black-and-violet robes billowed around her before hardening into sharply angled wings jutting from her shoulders. Her vision whited out briefly, flickering erratically before restoring itself…

Once the change was complete she turned to regard herself in the mirror. Her lip plates shifted in a smirk of triumph. The dark fae was gone for now, and in her place stood a gleaming, black-and-green Decepticon soldier, bearing the sleek armor and broad wings of Starscream and his ilk – Seekers, Laserbeak had called them. She was virtually indistinguishable from one of Megatron's own troops.

A triumphant laugh burst from her new vocalizer. Autobot and Decepticon alike probably expected her to march onto the battlefield in all her terrible splendor… and she was content to let the Autobots, at least, think that. They would be in for quite a rude surprise when they attacked her in THIS form, expecting just another Decepticon foe… and getting a burst of magic in return.

She turned her attention back to the gun and lifted it in her hands. Enough admiring herself – time to retrieve the spell she had worked so hard on and transfer it into this weapon. In this form, she should have no problem getting close enough to the Autobots to find her target…

And once that yellow creature they called Bumblebee had been cursed, her revenge against the Witwickys would be complete, once and for all.


	10. A Hero Fallen

While attacking at either dawn or dusk had a certain tactical advantage – best to catch your enemy tired and in dim light, after all – there was a certain aesthetic appeal to it as well. The rising sun gleamed in splashes of scarlet and gold on the Decepticons' armor, lending them a fierce and regal look. And while Megatron was nowhere near as fastidious about his appearance as Starscream or Dead End, he did have a vain streak, and wasn't above showing off even to the enemy.

And today, when he hoped to make his most devastating strike yet, he wanted to be sure the Autobots remembered him for what he was – the glory and terror of Cybertron, a being to be respected and feared by all.

Mount St. Hilary loomed on the horizon, the orange hulk of the Ark jutting from its base. Megatron wasn't stupid – he knew that by this time his troops would have been sighted by Autobot sentries, and they would be mobilizing to defend the base. Even though he couldn't see them, he knew that the forest at the mountain's base would be crawling with mechs, just waiting for his army to fly into firing range. And any moment now he expected to see the gleaming flecks in the air that signaled the approach of the Autobot fliers – the Aerialbots, Skyfire, Powerglide, and perhaps even Swoop if they were particularly unlucky.

 _Let them come,_ he sneered to himself. _We have the advantage. Let them see what happens when they encounter magic._

Soundwave flew at Megatron's right hand, completely silent. His cassettes had flown ahead to scout for potential ambushes or traps, but if they had found anything the communications officer had yet to report it. While not the chatty type, normally Soundwave would have had some information to offer, even if it was as simple as "no Autobots sighted." He trusted the cassette-carrier enough to know that he wouldn't remain quiet should they come across something potentially treacherous, but his silence was nonetheless annoying.

Starscream would normally fly at Megatron's left hand, offering sarcastic or just plain insulting commentary the whole way. But today he hung back with his trine, grumbling just loud enough to be heard but too softly for Megatron to understand. Thundercracker and Skywarp flanked him, the blue Seeker looking pained but resigned and the black-and-violet Seeker giving the Air Commander sidelong glances, as if wondering if the punishment for clobbering his superior officer would be worth the satisfaction.

Flying at his side in Starscream's place was another black Seeker, this one bearing highlights of vibrant emerald and the sleeker, more streamlined chassis of a femme. If Maleficent thought that assuming the form of a Decepticon would make her less conspicuous, she was sorely mistaken – her black armor still shone with an iridescent luster, and her optics bore an exotic slant he had never seen in a Cybertronian before. And she still radiated an aura of power, a weird energy that made his sensor array prickle in reaction.

Like Soundwave, Maleficent had been oddly quiet for the entire journey. Whatever her plans were for this battle, she was keeping them to herself. He could only wonder what she had up her sleeves – some kind of offensive spell against the Autobots, perhaps? An arcane fire that would incinerate the mountain and all within it? Some sort of transformation that would turn them all into fragile humans, the easier to crush and destroy? Or would she hang back and merely play defense, shielding the Decepticons from attack but allowing their own fire to go unimpeded? Or perhaps she intended to leave the Decepticons to their own devices and go after Merlin himself, eliminating the sorcerer before he could give the Autobots any kind of tactical advantage.

Before he could wonder further at the fae's plans, Soundwave finally spoke up. "Rumble reports. Autobot snipers on mountain, cloaked by holographic projection. Behind the tree cluster halfway up."

"Illusion," Maleficent noted. "Rather clever how your people have found complicated technological means to duplicate simple spells."

Soundwave offered Maleficent a glare hot enough to be felt through his mask and visor. "Maleficent's commentary: unnecessary."

"I'm simply making an observation," she retorted. "Has Laserbeak sighted the small yellow one yet?"

"Clarification: requested. Several small yellow Autobots among Optimus Prime's forces."

"This is not the time for cheek, Soundwave," Megatron snapped. "You know perfectly well which one she refers to."

Soundwave's glare moved to Megatron, then he looked away. "Bumblebee: sighted at entrance to Ark. Part of reserve forces. Statistical threat to Decepticons: minimal."

"Threat or not, he is instrumental to my plans," Maleficent replied with a dark smile. "Keep the Autobots at bay, Megatron, while I make my attack."

Megatron scowled, irritation flaring at her remark. "And what makes you think you can order me around like one of your underlings? I am the leader of the Decepticons, not your minion!"

"We had a deal," she reminded him. "You help me with my revenge, and I help you defeat the Autobots. And it certainly isn't my fault that the opportunity to fill my end of the bargain was the first to arise, was it?"

He could think of several choice words to offer at that. But begrudgingly, he had to admit she was right. And he had to respect her intelligence – by demanding that he fulfill his end of the deal first, she lessened the risk that he would betray her… which, he had to admit, had been a possible option in his CPU. That didn't exactly please him, but there was little he could do about it.

"Very well," he replied. "Decepticons, attack! Seekers, aim for the trees halfway up the mountain and take out the snipers! Everyone else, clear a path for Maleficent!"

"Why's the faery get special treatment?" grumbled Motormaster.

"Oh shut up, at least we get to punch something!" Brawl retorted. "Been a long time since we had a good fisticuffs!"

Starscream curled his lip in a sneer, silently conveying just what he thought of Megatron's order and just where he could stick it. But he wisely kept the actual words to himself. "Thundercracker, Skywarp, Thrust, Dirge, Ramjet, open fire! Leave no survivors!"

Crimson and violet plasma lanced at the mountain, streaking toward the trees Soundwave had indicated. Immediately the holographic foliage flickered out of existence, and Mirage and Bluestreak bolted for cover. Far below, Prime bellowed a command, and plasma flashed from below as the Autobots rushed to defend their base.

Megatron grinned slyly and dove for the towering scarlet-and-blue chassis of his ancient foe, aiming to bowl him over. Prime danced aside, dodging the attack, but Megatron corrected his dive and managed to land on his feet, twisting around to meet the Autobot commander head-on. Brawl was right – it had been far too long since he'd had a proper hand-to-hand fight, and he relished an opportunity to pit himself against an equal.

* * *

In Maleficent's era, wars were nasty, brutish affairs, more often than not fought at close quarters and with the most wicked implements imaginable. Swords, maces, axes, war hammers, flails, and other weapons brought death in a messy, agonizing manner, and while arrows and crossbow bolts made a cleaner job of dealing death, it took a skilled hand to wield them. Siege weapons such as catapults and ballistae were even messier, reducing buildings to rubble and any soldiers unlucky enough to be caught in the crossfire to ground meat. War was an unpleasant business all around – in sight, sound, smell, and pain, an assault to all the senses.

In the short time she had been awake and aware in this era, she knew that modern warfare was a far cry from the old times. Yes, it was still painful and nasty for those on the receiving end… but the dealers of destruction never had to see their handiwork up close. Taking out a target was often a sterile, almost surgical affair, simply amounting to the push of a button or the pull of a trigger. That probably said something about modern mortals, not much of it good.

Twisting through the air to avoid an oncoming missile, Maleficent marveled at how, despite all their technological superiority, Cybertronians still fought like the mortals of old. Despite their weapons, they still preferred to fight the enemy up close and personal. And despite the obvious advantages of their superior firepower, some eschewed their energy weapons entirely and opted to fight with swords and axes of glowing plasma, or even with their bare fists. Intriguing… and almost worthy of respect. At least these mechanical men knew the true nature of war, even if it seemed to make them no more reluctant to engage in battle despite knowing the consequences.

A shadow passed over her, and she wrenched herself to one side just as a powerful set of jaws snapped shut in the air where her right wing had been. A curious creature soared overhead – like a roc or a wyvern, only mechanical and with smooth tapered wings that gleamed silver in the rising sun. So these Cybertronians employed beasts of war... mechanical ones, naturally, but still…

"Me Swoop never seen you Seeker before," the creature squawked, backwinging to hover over her. "Not matter, though. Most Decepticons crunch the same."

 _Not a creature, then, but a Cybertronian disguised as one._ "I think you'll find that I'm not your ordinary Decepticon," she replied aloud.

Swoop's optics flickered in surprise. "You a femme!"

"That makes a difference?" She arched an optic ridge. "I was not aware your kind had any laws forbidding females from joining the ranks."

"No, but having femmes in army not Megatron's style…" He caught himself and shook his head. "Enough talk! Decepticon fry!" And he opened his beak, flames spewing from his open jaws.

Maleficent raised her hand, and the liquid fire that would have scorched a lesser mechanism flowed around her in a blazing nimbus. The flames danced and spiraled around her limbs, across her wings, framing her in a glorious aura of heat and light and raw energy. Then, at an unspoken command from her, they coalesced around her outstretched arm and hurtled back at their originator in a flaming arrow.

Swoop shrieked and beat his wings, struggling to gain altitude and avoid the fiery projectile, but he was too slow – the blast shredded his right wing. Screeching in pain and anger he spiraled down, trailing black smoke in his wake and struggling to regain control.

Maleficent waited until the Autobot had smashed into the trees below, yelping and cursing, before letting her gaze sweep the battlefield. Curse that creature… his attack had distracted her from her goal, and she had lost sight of her target. She would have words with Megatron about this – she had wanted nothing to interrupt her on her way to her goal.

The battlefield was chaos, and she had to smile at the savagery of the battle below her. Some mechs were crouching behind boulders and fallen trees as makeshift cover, opening fire on their opponents; others opted to fight in the open, either running full-tilt at the opposing forces with weapons ablaze or laying into them with blades and fists. Two sleek warriors, one red and one yellow, were wrestling Starscream to the ground and wrenching at his wings, the Air Commander shrieking and swearing up a storm. Farther away, two metallic giants – one the classic green and violet of the Constructicons, the other white with scarlet and black details – punched and grappled, every blow ringing through the air like summer thunder. A huge silver-and-gold mech, shaped like a wingless dragon with absurdly tiny forelegs, had Motormaster's arm in his jaws and was shaking the Stunticon leader like a dog; not too far from that struggle the Combaticons had a scarlet cassette-carrier and a blue carformer cornered and were closing in for the kill. Two armies, fairly evenly matched, completely dedicated to annihilating one another…

And not a sign of Merlin. Curious, that. She had expected him to come out and fight alongside Prime and his allies, not cower in the base like a maiden in distress. Was the wizard so wrapped up in a project that he couldn't be bothered by something as trivial as a pitched battle? Or was he simply biding his time, waiting for the perfect moment to spring a trap? That last seemed unlikely – complicated plans and treachery weren't Merlin's style – but one never knew…

A flash of silver and scarlet caught her eye – optic, she corrected herself – and she turned to see two mechs go down in a tangle of limbs. The two broke apart and climbed to their feet, legs braced and arms raised, circling slowly like two wolves sizing each other up before lunging back into battle. Their armor was marred with scratches and smears of dirt, but so far neither had dealt the other a serious injury… and neither looked willing to back down from the fight.

The red one could only be Optimus Prime, and Maleficent had to admit that the Autobot leader cut an impressive figure. There was a noble sort of grace in the way he carried himself, an economy of movement and a regal air that lent itself well to both the statesroom and the battlefield. A silver mask covered most of his face, but his optics shone with a determined fire – no bloodlust or battle-rage, but a drive to defeat his foe and protect his troops. Admirable, if ultimately silly – Prince Phillip had been much the same, as had most every king's brat she had ever come across.

It was the silver mech facing the Autobot commander that drew her attention and held it, however. In some ways, Megatron held himself with the same noble air as Optimus Prime… but his stance and expression were not those of a statesman, but of a warrior. His optics gleamed with a fierce joy, a lust for battle and oil, the desire to not simply see his opponent beaten, but broken and torn asunder. An almost crazed grin split his faceplate, one that would have chilled a lesser being but seemed not to faze Prime in the slightest.

Prime might be a leader… but Megatron was a true fighter. Only he knew the glory of combat and conquest, the true value of strength and power, the delicious thrill of utterly crushing one's enemy underfoot. And unlike the Autobot commander, he wasn't held back by silly notions like compassion and honor.

 _He might even be worthy of me,_ she thought with a smile. _It seems this alliance of ours has the potential to be very interesting indeed._

A bolt of blue light clipped her wing, and she reacted instantly, twisting around to fire her arm gun at her attacker. The silver-and-black mech backpedaled quickly, then raised his gun to fire again, only to be tackled to the ground by Wildrider. Maleficent left them to their own devices and continued to sweep the battlefield, still hunting for her target. Annoying though the Autobots were, at least they had snapped her out of her daydreaming and reminded her of her mission.

Flash of yellow… there! Her target lurked at the back of the enemy lines, helping to pull a wounded comrade to the safety of the Ark. Such an unassuming figure – short, plump, a lurid yellow that made him a comically conspicuous target, a smooth guileless face that practically radiated youth and naiveté. How ironic that it would be this figure that would be her instrument of revenge against the Witwickys.

A smile of dark pleasure crossed her faceplate, and she drew the pistol from its hidden compartment in her cockpit. She had yet to work out the mysteries of this "subspace" that Cybertronians had access to… but there would be time enough for that. For now, it was time to finally exact her vengeance.

Bumblebee had just set the small green Autobot down at the feet of a white mech who could only be a medic, and was just turning around to return to the battlefield. His optics flared as he caught sight of her… and the weapon trained on him. Too late he tried to turn and run for the safety of the base.

 _Don't take it too personally, Autobot,_ she thought as she pulled the trigger. _You are not the target of my wrath. But you are quite free to blame the Witwickys for your misfortune – had their ancestors not humiliated me, this never would have happened. They have only themselves to blame._

The blast from the pistol wasn't a beam of energy – it was a bolt of green lightning, arcing through the air and leaving a smell of ozone and smoke and something far more arcane in its wake. The target had no chance to run, to dodge…

But something hurled itself forward, blocking the lightning's path.

* * *

By now their battles seemed to follow a well-rehearsed script, so it really didn't faze Prime when Megatron broke away from his troops to attack him directly. He sidestepped the warlord's dive, fully expecting him to crash in the dirt and make a target of himself. Megatron deviated from the script slightly by actually landing on his feet and turning to meet him, a smug grin on his face.

"Surrender yourself, Optimus Prime, and I just may let the rest of your troops go free!"

"Somehow I doubt that," Prime replied, and he charged, aiming his shoulder at Megatron's chest. The silver mech dodged the charge and brought a fist down between his shoulder joints, sending him sprawling. Prime recovered quickly, scrambling to his feet just as a violet flail impacted the dirt.

"Just what are you hoping to accomplish?" Prime wondered aloud, retracting his hand and letting his energy axe spring to life. "You've never been able to take the Ark. Why do you insist on trying again?"

"You Autobots have been lucky so far," Megatron snarled, "but today is the day your luck runs dry!" He lashed out, and Prime could feel the heat of the energy weapon sizzle his paint job as he twisted away.

"As the humans like to say," Prime countered, "the definition of insanity is doing the same thing over and over again, expecting a different result."

"Such pathetic insults from the great and glorious Prime!" Megatron snarled sarcastically. "Who's the insane one? Surely your quest to defend this backwater world is the mad quest here!"

"We've done a fair job of it so far," Prime retorted. "Whereas it seems you couldn't conquer a bus stop."

Megatron bellowed in rage and charged, tackling Prime to the ground. They rolled through the grass and dirt together, rocks jabbing into tender joints and leaving dents in plating, hands grappling to rip at wiring and gouge at optics. Prime deliberately aimed his attacks to hurt but not to damage – the more enraged he made his opponent, the more likely the chances that he would make a fatal error, one that Prime could exploit for his own benefit.

 _You're nothing if not predictable,_ he thought with a burst of amusement he knew he shouldn't be feeling in the middle of pitched battle. _And I predict that your alliance with Maleficent is going to explode in your faceplate sooner or later. I just hope it's sooner rather than later._

The two combatants broke apart and began to circle, Prime looking his opponent up and down for any sign of injury. Nothing – not a trace of a limp or a sparking wire to be seen. At least he himself seemed to be in good shape – his damage readout showed nothing worse than a few dents and some chipped plating. Now if he could just infuriate Megatron enough to get him to do something foolish…

A wicked smile crossed Megatron's faceplate, one that chilled him to the core. He was up to something… and with a cold shock he realized the warlord's intentions. He wasn't trying to win this battle – he was merely a distraction. And it had been Prime, not Megatron, who had made the error, letting himself get caught up in the fighting while something else went down…

_The Ark!_

His limbs burst into action without any conscious order from his CPU. He bolted for the entrance to the Ark, not knowing or caring if Megatron pursued. If the Ark was the target, he had to get there as soon as possible. If someone had planted a bomb or had a weapon trained on their base…

Relief flooded his chassis when he saw the Ark still whole, albeit with dark blotches from laser fire staining the metal. Ratchet had emerged from the base to collect the wounded, and Bumblebee was dragging a battered Cosmos toward the medic. Cosmos whimpered in pain, smoke pluming from his torso and one leg dripping energon in a glowing trail, and Ratchet looked grave as he bent down to collect the minibot.

Engines shrieked overhead, and Prime, Bumblebee, and Ratchet looked up to see a shimmering black Seeker slow to a hover before the doors of the Ark. Prime had never laid eyes on this Decepticon before – a femme Seeker, green-and-black armor shining with a high gloss that no soldier ever wore, with exotic diamond-shaped optics and radiating an aura of power. But he knew her immediately for what she was… and the Matrix seemed to recognize her as well, pulsing and burning like a fire in his chest.

_Maleficent! So she can take on Cybertronian form… but what is she doing here? And where the slag is Merlin when we need him?_

He knew the answer to that last question – the wizard was still holed up in the base with Wheeljack and Perceptor, working desperately with the scientists to come up with some kind of shielding that could protect their kind from Maleficent's magic. That helped exactly nothing right now – whatever they came up with, it would never be ready in time. The first encounter with the fae had come far too soon.

Maleficent smirked, drawing a pistol and aiming it at Bumblebee. The motion tripped something in Prime's CPU, and he didn't even stop to question why the minibot spy would be the dark faerie's target. He simply acted without thought, lunging forward to put himself between Maleficent and the yellow Autobot.

Green lightning snapped to life, connecting his chassis to Maleficent's weapon for a moment that seemed to last an eternity. Pain illuminated his chassis, setting every sensory node on fire and nearly stopping his spark cold in his chest. The Matrix screamed, light blazing from the chinks in his chest armor as the power of the artifact struggled to counter whatever spell had hit him…

Then all went dark.

* * *

Megatron skidded to a halt, jaw dropping as he watched the spell strike Optimus Prime. He seemed to hang in the air as if suspended by an invisible cord, his entire chassis glowing with a poisonous green light. His optics flared wildly, flickering between azure and green, and a brilliant white light poured from his chest windows and the chinks in his armor. The white light blazed brighter… then snuffed out, replaced by an eerie green glow that stained every reflective surface with its sinister shine.

Then even that light vanished, and Prime collapsed, optics winking out.

"PRIME!" Bumblebee was at his leader's side even before he had finished crumpling to the ground. He grabbed the mech's arm and shook him furiously. "Prime, get up! Please get up! Primus almighty, you gotta be all right, please!"

"Get back!" Ratchet barked. "Don't touch him! We don't know if it's safe!"

"But we have to help him!"

"You're no help to him if you're infected with whatever it is she shot at him. Get the frag back!"

Bumblebee stepped back, shaking, his face a mask of utter horror. "Aw Prime… why? Why'd you do that? It should have been me, it should have been me, aw Primus…"

Maleficent, for her part, looked just as stunned at this turn of events as Megatron felt. Whatever she had done, it evidently had not been part of her plan. But her expression shifted, a cold mask of impassive arrogance replacing her shock.

"Call your troops off, Megatron," she ordered. "We're done here."

Irritation burned away the shock, and he glowered at her. "You have no power over me, Maleficent!"

She smirked. "Come now, I did you a good turn just now. True, Optimus Prime was not my intended target, but he'll do for now… and I think you may like the results. For now, withdraw your forces. There'll be other opportunities… better ones."

He ground his dental plates but gave the order anyhow: "Decepticons, retreat!"

The response was immediate but predictable – shouts of dismay and outrage, as well as few grateful acknowledgements. Some were thoroughly enjoying the battle and angry at being called off now, while others were faring badly and just happy to be done with it and go home. Starscream was still trying to pry a Lamborghini twin off his wing, and it took a few blasts of Megatron's cannon to dislodge him and let the Air Commander take to the air.

"Some plan of yours, Megatron," Starscream sneered as they took to the skies, leaving the Autobots to pick themselves up and see to their wounded. "And what precisely did you hope to accomplish with this? Showing off to you new pet faerie how incompetent a leader you are?"

"Shut up before I feed you your own armguns!" Megatron snarled. "And for your information, this battle was far from a waste of time. Optimus Prime has fallen in battle!"

Even as he spoke the words, his anger at Maleficent drained away, replaced by a thrill of triumph. Optimus Prime had fallen… perhaps not dead, not yet, but still incapacitated. He would make Maleficent divulge the exact effects of her spell upon the Autobot commander later – for now, it was enough to know that his eternal foe was down, and they had triumphed!

Starcream's optics brightened, but his sneer remained in place. "I don't believe you. None of your plans to eliminate Optimus Prime have ever come close to succeeding! Why should this one have worked?"

"I'm in a good mood, Starscream," he replied. "Don't endanger yourself by ruining it." He waited until Soundwave and Maleficent had risen to join them, then gestured ahead. "To the Nemesis! This world is ours for the taking, and we have plans to make…"


	11. The Quest Begins

Under normal circumstances, the crowd gathering in the repair bay would have had Ratchet bellowing for everyone to clear out before he started throwing tools. As a medic in wartime he had the training to operate on a patient in almost any circumstances, including a pitched battle, but in his own medbay he preferred some measure of peace and quiet, and having a gawking audience only irritated him. And most of the time the crew of the Ark was perfectly willing to stay out of his way – visiting the patient could wait until Ratchet was done and the risk of being clobbered upside the cranial unit with a wrench was minimal.

But these were anything but ordinary circumstances, and Ratchet couldn't bring himself to throw anyone out. He simply focused on running test after test on his comatose patient, ignoring the crowd of Autobots, humans, and other creatures that had been slowly growing over the past few hours. News of Maleficent's spell on Prime had spread like wildfire, and not only was the medbay packed, but the crowd spilled out the doors and into the adjoining corridor.

Prime lay on a berth, optics dim, only a few dents and scratches to show from his battle with Megatron. He had been offline since Maleficent's curse, and though his internals still hummed with life, he hadn't so much as twitched a digit in response to Ratchet's poking and prodding. Occasionally something would flicker inside his chest, flashes of white or green light showing through the chinks of his armor or the windshields of his alt mode. That, more than anything, worried the onlookers – even the oldest Cybertronian among them hadn't seen anything of that nature before.

"Found anythin', Ratch?" Ironhide ventured.

"Not done yet," Ratchet replied testily. "No more questions until I'm finished."

"This is all my fault," Bumblebee moaned, wringing his hands. "That blast or spell or whatever-it-was was aimed at me. I should have been the one hit…"

"Bee, please don't blame yourself!" Spike urged, patting his friend's arm. "You didn't know she was going to come after you. Or that Prime was going to…" He couldn't finish, and settled for continuing to pat comfortingly.

"He'll be all right, Bumblebee," Sparkplug assured him, though he sounded like he was trying to convince himself more than the yellow Volkswagon. "He's been hit with worse, and he's come back no worse for the wear. And remember, we have Merlin on our side. Surely he can fix this."

Prowl looked down at Sparkplug with a scowl. "Your faith in that self-styled wizard is admirable, Sparkplug, but I have my doubts. Had he kept the promise he made us in the very beginning, this would never have happened."

"It's not his fault!" Wheeljack insisted. "We're honestly trying to get the anti-magic shielding made! There's just a few more bugs to work out is all! It'll be ready!"

"The question is if it will be too late by the time you have it ready," Prowl replied. "By the time the shielding is perfected, we could all be deactivated for good."

"Can'cha be optimistic for once, Prowl?" Jazz demanded. "Maybe Merlin couldn't stop this, but he can fix it! Magic's his specialty!"

"Where IS he anyhow?" Ironhide growled. "Ya'd think he'd wanna be here for this! Was that blasted fae he knows so much 'bout that did this!"

"He's on his way," Carly replied softly, not looking away from Prime's prone form. "He said he had to pick up something first. And he took Stitch with him – something about 'heavy lifting.'"

"He's up to something," Merriweather huffed. "That old goat was always a showoff."

"Now, Merriweather, show him some proper respect," Flora chided. "He may have his eccentricities, but he's a powerful wizard… for a human, that is. And for all his quirks, he does mean well."

Before Merriweather could retort, Ratchet set down his scanner and blew out a deep sigh. At that unspoken signal all attention turned to the medic, waiting breathlessly for whatever he had to say next.

"Done," he said simply, and reached up to rub the plate between his optics.

"Is he going to be all right?" asked Spike, voice taut with worry. "What's wrong with him?"

"I don't know," Ratchet growled in an exhausted tone. "To both those questions, the answer is 'I don't know.'" His optics dimmed, and he shook his head slowly. "I can find nothing wrong physically, nor are there any obvious glitches in his programming. But… something is corrupting him."

"Corrupting?" asked Bumblebee. "Like a virus?"

"Viruses attack the programming," Ratchet replied. "This… this is affecting his spark."

Prowl's doorwings hitched up at a tense angle, Jazz sucked in a horrified intake, and Wheeljack's headfins flashed amber with alarm. A quiet murmur buzzed through the room as the Autobots expressed their shock. Even the humans went pale, and Carly gripped Spike's arm tightly.

"I'm sorry, but… what's a spark?" asked Fauna tentatively, raising her hand like a schoolgirl with a question for her teacher.

"It's the Cybertronian equivalent of a soul," Sparkplug explained. "Like a ball of living energy. Anything messing with the spark is dangerous. If their sparks go out… they die."

"Ohhhhhhhhh." Fauna nodded in understanding. "Oh, that's horrible!"

Ratchet nodded. "His spark isn't dimming, which is one bright spot… but it's changing all the same. The energy readings are shifting, giving off wavelengths I've never seen before. Whatever's happening, it's trying to alter his very spark and being… trying to turn him into something else entirely. He seems to be fighting it – his spark fluctuates back and forth between its normal readings and the strange ones – but I don't know how much longer he can keep it up."

Merriweather stamped her foot, scowling. "That nasty Maleficent! Inventing a spell that interferes with someone's soul is the worst kind of magic!"

"You can fix it… right, Ratchet?" Bumblebee looked hopefully up at the medic.

"Fraggit, I'm not a miracle worker!" Ratchet snapped. "I fix broken bodies, not sparks! The most I can do is pump energy into his spark to try to stabilize it, but that's only for a full-on spark crash, not… whatever THIS is!" He flung the wrench in his hands onto his tool bench, and everyone winced at the resulting crash. "I'm a medic, not a wizard!"

"Fortunately, you have a wizard on hand."

All eyes and optics turned to the door, where Merlin was strolling in with Stitch in tow. The magician's usual worn robes and hat were gone – instead, he wore a fur-lined snowsuit, thick mittens, a fur hat, and animal-skin boots, all trimmed with blue and white embroidery. Snow clung to his beard and the fur trim of the suit, and his glasses were fogged over as if he had just come in out of the cold – which was completely ludicrous given that it was spring outside the Ark. He removed his spectacles, wiped them off on the sleeve of his coat, and donned them again, peering up at the prone form of Optimus Prime.

"Oh dear," he murmured. "She moved up to the big guns already. She was never much for subtlety, was she?"

"You!" Merriweather went airborne, darting up to Prowl's waist level before swooping to dive-bomb the wizard. Jazz lunged forward, grabbing her skirt and holding her back, but her wings still beat furiously as she tried to pull free, wand drawn and eyes flashing in anger.

"Whoa, lady!" Jazz urged, tugging her back.

"You – you – miserable old show-off!" Merriweather shouted, brandishing her wand like a sword. "Where were you when these poor robots needed you?!"

"Technically, 'robots' is a derogatory term…" Perceptor pointed out, but trailed off when Ratchet gave him a "this-is-NOT-the-time-for-it" glower.

"Merriweather, behave yourself!" Flora demanded, hands on her hips. "This is NOT Merlin's fault!"

"If he'd have been here, this wouldn't have happened!" Merriweather retorted. "Now Prime' soul is going bonkers and it's all his fault!"

"Madam," Merlin said calmly, stripping off his gloves, "what's done is done. There is no changing it. It's entirely possible that I could have prevented this from happening… but it's just as likely that I wouldn't have been able to stop it. Fae magic is very swift and very powerful, and it's often easier to mend the effects of a spell after the fact than to intercept it before it reaches its target – something you've had experience with in the past, hmm? One reason I wanted that shielding done as soon as possible, though of course we've hit some snags there…"

"Does this monologue have a point?" demanded Prowl. "Because while you're standing there making excuses, this spell is altering Prime's spark. And who knows what the consequences of that will be?"

"Yes, it has a point!" Merlin huffed, waving his hands in the air. "Just because I wasn't there when it happened doesn't mean I'm not going to try to rectify it now!"

"You can reverse the spell?" asked Carly, a note of hope shining in her voice.

"Before I can do that, we have to know precisely what spell she used," Merlin replied. "Which is why I've gone to fetch an expert. Stitch, bring him in."

The furry alien grumbled but shuffled in, hauling a large round rock on his shoulders. Despite the stony load being over twice his size, Stitch didn't even grunt or strain under its weight. He simply stomped his way toward the berth, let the rock hit the floor with a loud clang, and scurried back over to Spike's side to resume his guard-dog duties.

"Um…" Spike began.

"Seriously?" demanded Ironhide. "Are ya senile, old man? How's a rock gonna help Optimus?"

"A being who's over ten million years old has no business calling me senile," Merlin replied, though he seemed more amused than upset over the insult. "Pabbie's no rock, Ironhide. He simply decided to rest on the journey here." He reached out and gently rapped the stone with his staff. "Wake up, Pabbie! We're here!"

The rock shifted, rocking back and forth, before uncurling to reveal a short, rotund humanoid in a ragged green tunic. His skin had the color and texture of stone, and the mane of bristly hair framing his face was the color of dirty straw. Glowing yellow crystals had been woven into his beard, and both his ears and nose were disproportionately huge… but his brown eyes were unexpectedly soft and kind.

"Give a fellow old-timer some slack, Merlin," he grumbled. "You're interrupting my nap for this."

"Wait, so the rock is alive?" Wheeljack's headfins flickered again, this time a curious aqua color. "Guess Beachcomber wasn't just being a loony when he talked about the rocks speaking to him…"

"Is that a goblin?" asked Spike.

The creature turned in place to give Spike a grouchy look. "Goblin… feh. The day I get mistaken for one of those thieving scoundrels is the day I turn in my fire crystals and give up magic. I'm a troll, youngling."

"A troll… I didn't think you guys existed!" Spike exclaimed.

"We didn't think wizards and faeries existed until a few weeks ago either," Carly pointed out. "I'm guessing there's a lot about our world that we still don't know."

"Indeed," Merlin replied. "Grand Pabbie is the oldest and most revered of his kind – the closest the trolls have to a king. And he has experience with spells that can afflict the mind and heart. With any luck, he can tell us just what sort of curse Maleficent has cast on Optimus."

Pabbie looked up at the berth, scratching his chin. "Never met one of these machine-men before… guess there's a first time for everything, though. Could someone give me a boost?"

Ratchet scooped the troll up in one hand and deposited him directly onto Prime's chest. "We already know it's in his spark… the closest we can come to a human heart or soul. We just don't know what it is, or how he'll turn out once it's done changing his spark."

"Hmmm…" The troll crouched down and rested a hand on one of Prime's windshields, tracing a winding crack in the glass. "The heart is not so easily changed by magic, either by accident or on purpose. This must be powerful magic indeed. The head, however… the head can be persuaded…"

"We don't care about his head!" Ratchet snapped. "Just tell us about his spark!"

If Pabbie was upset at Ratchet's show of temper, he didn't show it. He simply pressed his palm to the cracked glass, humming thoughtfully. Green flashed through the glass, and he nodded once before pulling his hand back.

"I've seen this sort of thing before," he noted. "A corruption spell, quite popular with dark wizards. Though I've never come across one this powerful before."

"What's a corruption spell and what's it do?" Ironhide demanded.

Pabbie turned to face the red van, his expression grave. "A corruption spell roots itself in the heart – or in your friend's case, the spark. As it grows, it slowly alters its host's personality, turning them into a dark mirror of what they once were. All they prized before is now worthless, and all they despised before is now enticing. Where there was once compassion, there is cruelty; where there was once loyalty, there is treachery. If left unchecked, it destroys their very soul, leaving only a twisted replica within the body to take their place."

A horrified silence fell over the crowd. Optics and skin paled in shock. Even Stitch looked stunned at the news, his ears pinned back but his antennae pricked high. Only Merlin looked completely unperturbed, lighting his pipe and nodding as if he had expected this news.

"Every corruption spell I've ever seen works slowly, however," Pabbie noted. "It can take months, even years, for it to complete its foul work, though usually it isn't caught until it's too late to reverse it. This one's working terribly quickly… though something seems to be countering it."

"Prime must be fighting it!" Spike exclaimed. "He's too noble to let something so evil take him over! He's resisting it, I bet!"

Pabbie shook his head. "It isn't Prime doing the fighting. It's more like some outside entity is fighting on his behalf, trying to cleanse his spark." He turned to Ratchet. "Does he have a spell of shielding on him? Or some sort of protective charm or amulet?"

Ratchet shook his head. "Wheeljack and Merlin were trying to design shield spells that would work on our kind when all this happened. And Prime doesn't carry anything like that. All he has is his gun and the Matrix…" His voice trailed off, and his optics flashed in realization. "The Matrix of Leadership!"

Flora, Fauna, and Merriweather exchanged a puzzled look, then spoke up at the same time. "The what?"

"The Matrix of Leadership," Carly replied. "It's the symbol of the Prime's position, and is said to contain all the knowledge and wisdom of Cybertron and its leaders. With it, he can channel the power of Primus directly, or draw inspiration from the wisdom of Primes past."

"Oh, your people have a talisman!" Fauna exclaimed. "Even if you DO have a funny name for it, it's a talisman all the same! There's some magic among your people after all!"

"That's gotta be it, then!" Wheeljack exclaimed. "The Matrix is tryin' to protect Prime! Mr. Pabbie, think it'll lick the spell?"

Pabbie shook his head. "Whatever magic your Matrix operates by, it's of a sort that isn't compatible with fae magic. It can't cleanse the spell from his spark, at least not on its own… but it can buy him some time."

"How do we break the spell, then?" asked Spike. "There's got to be a way! He can't just… turn evil!"

"Oh, there is a way," Pabbie replied. "One of the great rules of magic is that there is always a counter to every spell – no such thing as an unbreakable enchantment. And with a spell as vile and wicked as this… the counter is something pure and good. To break a spell of corruption, an act of true love is needed."

Fauna squealed happily. "Like true love's kiss! Just like what saved Aurora all those years ago!"

Stitch opened his mouth and stuck a claw down his throat, making retching sounds. Spike grimaced, either in silent agreement with the furry alien or just hoping that his bodyguard didn't throw up on his feet.

"A rather cliché antidote to any spell, I think," Merlin said, taking a long draw from his pipe. "Then again, the fae aren't known for their creative abilities – something about their longevity and powerful magic detracts from their ability to create, or so the tales go. Now one of MY spells… you'd be sure I'd make the counter something a bit more out of the ordinary. Lessens the chance of the spell being broken…"

"Oh, hush, old man," Merriweather huffed. "Can't you be happy that the way to break the spell is actually straightforward and easy?"

"Perhaps not as easy as you think," Flora replied. "We don't even know if Optimus HAS a true love, after all. Can robots even have a true love in that fashion?"

Prowl scowled down at the red-clad faerie. "We're not unemotional creatures, ma'am, despite our mechanical nature. We're perfectly capable of feeling love. And to answer the question, Optimus Prime does have a bondmate, which I believe satisfies the requirements of a true love."

"Elita-1!" Carly exclaimed. "We just have to bring her here to kiss him!"

"Primus fraggit, how'd it come to this, a battle bein' won by kissin'?" Ironhide grumbled, but his entire frame relaxed with relief.

Prowl shook his head. "It's not going to be that easy."

"Whatcha mean?" Jazz asked. "We just gotta send Skyfire or Omega Supreme t' Cybertron t' pick her up an' bring her here. Simple as that, right?"

"Not 'simple as that,' Jazz," Prowl replied. "Elita-1 and the rest of the femmes have gone into hiding."

"What? Why?" Spike stared up at the tactician in bewilderment. "I thought they'd found a safe base already!"

"Sadly, that base was compromised several of your world's lunar cycles ago," Prowl replied. "It was agreed that Elita-1 and Chromia would take their forces into hiding, and alert us of the location once they'd found one. They have yet to contact us."

Sparkplug let out a low whistle. "Geez… I hope they just haven't found a place yet, and that something worse hasn't happened."

"Then we've got to go to Cybertron and find them!" Spike insisted. "Elita-1 is Prime's only hope!"

"I'll go!" Bumblebee volunteered. "I'll go to Cybertron and search for them! It's… it's the least I can do, right?"

"I'll go with ya," Ironhide replied. "No 'fense, 'Bee, but yer gonna need backup on a mission like this."

"We'll go too," Carly insisted. "Maleficent did this to Prime, and we're not going to let her hurt others just to get back at us!"

Other Autobots began clamoring, volunteering to join the mission, and finally Prowl had to shout for silence. "The entire Ark can't go," he informed them, "but at this point you're right – finding Elita-1 is the priority at the moment. Ironhide, you lead the mission. Bumblebee, Jazz, you'll go with him. I'm also sending Grimlock, Sideswipe, and Sunstreaker, with Skyfire serving as transport."

"What about us?" asked Spike.

Prowl frowned as he considered, then finally nodded. "I don't like sending humans into a war zone, but given that you three are Maleficent's targets, it would be best for you to leave the planet for now. Ironhide and the others can protect you from Decepticons… they're far less equipped to protect you from a fae."

Stitch growled and wrapped his arms around Spike's leg. "Stitch going too."

"Um, thanks little guy, but I'll be fine," Spike assured him, trying to pull his leg free. "I dunno how you'd fare against Decepticons."

"Stitch gotta job to do," Stitch insisted. "Spike goes to Cybertron, Stitch goes with. Show them alien robots who's boss if they mess with Spike."

Spike gave a pained groan. Prowl looked dubiously down at the little alien, but Stitch peeled his lips back in a determined snarl, and the white Datsun sighed but relented.

"Very well… Stitch will accompany you. I would like to request that Merlin and the other fae remain behind, however. We still need magical protection – I seriously doubt that Maleficent is going to be content with just one strike against us. If she and Megatron are truly in league now, this will only be the beginning."

Flora nodded. "We will do all we can, sir."

"Indeed we will," Merlin replied. "Pabbie, how long do you think we have to break the spell?"

Pabbie touched the cracked windshield one more time. "No longer than a week. Any longer than that, and even the Matrix won't be able to stop the corruption."

Prowl nodded. "Ironhide, take your team and move out immediately! Prime's life depends on your success."

Ironhide saluted and hurried out, Bumblebee close behind. Spike, Sparkplug, and Carly took one last look at Prime before running after them. Stitch trailed behind them, nipping at Spike's heels like a sheepdog herding a lagging member of the flock.

"Everyone out now," Ratchet ordered. "Let Prime have some space. Pabbie, are you able to stay and monitor his progress at all?"

The troll nodded. "I have nothing pressing to attend to back home. Should his condition change drastically, I'll let you know."

"Thank you." He turned to shoo the rest of the Autobots out, and they reluctantly emptied out of the medbay. Wheeljack paused long enough to scoop Merlin up in his hands before heading out, and the three faeries drifted off, chattering quietly amongst themselves.

"Oh, I do love a romantic adventure like this," Fauna sighed. "It's a pity what's happened to poor Prime, though… do you think true love's kiss will be enough? Especially since the dear doesn't seem to have a proper mouth…"

"Maleficent doesn't understand the power of true love," Flora replied, "and her misunderstanding will be our advantage. Let's just hope they're able to find this Elita in time."

"Maleficent's not gonna make it easy," Merriweather pointed out. "Even if they're going into space, there's gonna be trouble."

"We just have to have faith, dear," Flora told her. "Faith that they have the courage to do what must be done. Prime's fate is in their hands now."


	12. A Kiss of Steel

"You've got to be kidding me!" Starscream shrieked. "Optimus Prime has gone evil?!"

"Not yet," Maleficent replied, though the triumphant smirk on her faceplate never wavered. "The spell I struck him with takes time to root itself in the heart and take full effect. But when he awakens, he will no longer be the hero of this world – he will be a twisted shadow of himself, without compassion or honor. Where his soul, his spark, once burned, there will be only shadow. And the Autobots – and the Witwickys – will only be able to watch in horror, or do what must be unthinkable in their minds and destroy him. Your eternal foe is gone, Megatron." Her smirk widened into a full-fledged smile of pleasure. "And after all these centuries, my vengeance is complete!"

It was all Megatron could do to not let his jaw drop in shock. How… how was this possible? How was it that Maleficent, a being not even Cybertronian in origin, could have so simply accomplished what he had spent vorns of war and scheming trying to do – put Optimus Prime out of commission? A sorceress she might be, but Prime had faced worse threats to his life and come out unscathed… he had a sickening amount of luck in that way. How could his luck finally run dry now, at the hands of another?

For a moment rage flared in his spark, centered directly on the fae standing before him. How dare she? Optimus Prime was _his_ opponent, _his_ longtime nemesis. He and he alone deserved to separate the Autobot leader's head from his shoulders and display it as a trophy. How dare she take that from him?

With an effort he forced the anger down, reining it in as best he could. Personally killing Optimus Prime would have been a delicious triumph, but in the end who destroyed the Autobot leader made no difference. Victory was victory, no matter, the means, and if Prime's luck had run out at the hands of a dark fae… then so be it. It might rankle deeply, but in the end it meant that Cybertron was his and his alone.

Maleficent tilted her head to one side, a sly smile crossing her faceplates. "Is there a problem, my Lord?"

"Slagging right there's a problem," Starscream growled. "You're an incompetent shot is what. I thought the plan was to eliminate that cheeky yellow spy, not Optimus Prime! Can you really not handle our weaponry?"

"Shut up, Starscream," Megatron snapped, letting his anger shift from Maleficent to the Air Commander. "Another word out of you and I'll have her turn you into a turbofox or worse!"

He rolled his optics. "Don't make promises you can't ke-"

In this form Maleficent lacked her staff, but evidently she didn't need it to work her arts. She raised one hand, moving the fingers in a complex gesture… and immediately the white Seeker shifted from metal to stone. His mouth was still frozen open in a sneer, but his optic shutters locked in a shocked expression.

Megatron smirked, irritation forgotten for the moment. "Perhaps we should keep him like that. He's certainly far more useful in that form."

"You would not have kept him around this long if he didn't have his uses," Maleficent pointed out. "So… it would seem that our bargain has come to an end."

He narrowed his optic shutters. "What do you mean?"

"The corruption spell on Optimus Prime means that he is no longer a threat to you… and the Autobots will be occupied fighting their own commander once the spell runs its course, too occupied to oppose you. This planet is yours for the taking."

"And you? I thought your objective was the Witwickys, not Optimus Prime."

"My objective was Bumblebee." She traced one fingertip over the surface of the conference table. "I have found that it is far more effective to hurt an enemy by targeting someone close to them. However, the Witwickys harbor strong feelings toward more Autobots than the yellow one, and Optimus Prime made a fine target of his own. You allowed me to get close enough to him to have my revenge… and I have helped you eliminate your most powerful enemy. Our bargain has come to a close." She looked up at him with a cunning expression. "Unless you wish to renegotiate the terms of our alliance?"

Megatron regarded her through narrowed shutters for a long moment. Soundwave was in the repair bay tending to his cassettes, but he knew what the blue mech would advise had he been here. He would tell Megatron to end the deal immediately and eject Maleficent from the base. She would only be trouble – any creature who could singlehandedly immobilize half the Decepticon forces and almost effortlessly defeat their strongest opponent in battle was a potential threat, one that the Nemesis could ill afford. And they still had no proof that she wasn't treacherous, that she wouldn't turn on them the moment she felt it could benefit her in some way.

The logical part of Megatron agreed… but he strangled that logical part into silence. No… not yet. There was too much he didn't know about Maleficent. She aggravated him, but at the same time she captivated him. And he didn't let anything that caught his interest get away so easily. Her power intoxicated him, and if he convinced her to stay here a little longer perhaps she could teach him more about the magic she commanded…

 _That's not the only reason you want her around,_ a little voice nagged inside his processor. _You're a fool, Megatron. She's a faerie, an organic – perhaps not as disgusting as the miserable sacks of flesh that infest this world, but still not Cybertronian. Do you honestly think SHE is worthy of you?_

He squelched that nagging voice and simply gave Maleficent a nod. "You have done well for the Decepticon cause, Maleficent… but I see no reason to end our alliance so soon."

She arched an optic ridge – even in a mechanical form, she still possessed those sweeping, elegant ridges. "And what do you think you have to interest me? And don't say world conquest – if I wished that I could accomplish that without your aid."

"Of course… you certainly have the power to do so." He allowed an easy smile to cross his faceplates. "But is that truly what you desire? To conquer this world and spend the next few millennia ruling over them, watching them squabble and squirm under your rule until they finally self-destruct as organic civilizations do? No… you want the true power. Magic, and the freedom to control it as you desire. And with the Decepticons as your allies, we can hold this world for you and leave you free to expand your control over your arts."

She considered that, expression thoughtful. "You make a good point, Lord Megatron… but a mech like you wouldn't offer his own forces for my disposal without wanting something in return."

At that point, he couldn't help but allow a little greed to trickle into his voice. "What I want in return… is for you to teach me."

Her smirk vanished, replaced by an expression of genuine shock. "Teach?"

"Yes, m'lady… teach me to use magic. Yours is a power that has long been lost to our kind… and I wish to learn it. You will have our aid in conquering this world with ease, if you will agree to educate me in your arts." It was a gamble, and he knew it – for all he knew, Maleficent would guard the secrets of her trade jealously and not take kindly to a usurper. And if Shockwave and Soundwave ever learned that he had struck such an alliance, they would think he'd gone mad… or worse, stage a coup.

 _It will be worth it,_ he thought savagely. _No one, not even that wretched Starscream, would DARE usurp my authority if I had the power of magic on my side!_

"No amount of training will make you a wizard," Maleficent said flatly. "One must be born – or built, as it were – with the gift. Of you Decepticons, only Soundwave has any inkling of talent, and he elects not to develop his powers. No… you are not fit as a student. Not as you are."

Megatron clenched his jaw, the crushing disappointment her statement sparked quickly shifting to rage. But she spoke again before he could vent his frustration.

"However… if you were willing to make a change… perhaps we could work something out." She flashed him an amused smile. "Though that's a rather large _if…_ "

"Stop speaking in riddles," he snapped. "What sort of change?"

"A necessary one." She chuckled softly. "If you need to ask further, I will assume you are not willing to be a proper student and dismiss your bargain. But if you are committed to becoming my student… then no further explanation will be required until the time comes to begin your training. So… a simple yes or no, Megatron. Are you willing to go through with this alliance? Or do I take my leave now?"

She was being maddeningly vague, and Megatron itched to demand a further explanation from her. But he knew that to do so would destroy his one chance to have access to the same power she enjoyed. No… he would let things be for now. Time enough to learn precisely what she meant… and he could always back out should the "change" she spoke of be something he couldn't do.

"Very well… I accept your terms."

Her smile widened, reminding him of a turbofox who had just sighted likely prey. "Excellent. Then I look forward to our continued cooperation. You won't regret this, I promise you." And with that, she vanished in a flare of green light.

Megatron's gaze moved to the inert form of Starscream. Despite being trapped in stone, he could almost hear the Air Commander snarking about the situation, making some snide remark about her showing off and this whole deal going south at the first opportunity. The warlord almost ordered him to shut up before realizing the conversation was only playing out in his CPU.

"I'll deal with YOU later," he muttered, and strode out of the conference room.

* * *

Maleficent had committed the layout of Megatron's underwater base to memory by now, and so it was a simple matter to teleport herself to one of the sparring chambers. Said chamber was already occupied by a cluster of mechs she didn't recognize right away, all of whom lowered their fists and weapons and turned to stare at her with varying degrees of surprise, wonder, and disgust. One of Megatron's combiner teams, she knew that much – clockwork beings with the ability to fuse their strength and minds into one behemoth of a being, though at the cost of their intelligence if the last battle was anything to go by…

"What's SHE doing here?" sneered a yellow mech, slinging the axe in his hands over one shoulder. "Thought the fairy princess was too high-and-mighty to hang with us lesser mechs, huh?"

"Dragstrip, don't frag her off!" squealed a white mech, dropping his staff and ducking behind his maroon-colored comrade. "She'll melt us into the wall again!"

"Oh come now, Breakdown," the maroon one replied in a gloomy tone. "Just because she's a magic wielder who will undoubtedly lose her patience with us eventually and snuff our sparks with a snap of her fingers is no reason to get overdramatic on us."

Breakdown squeaked and curled up in a ball, rocking back and forth and whimpering.

"Shut up, Dead End!" Dragstrip snapped. "You're not helping!"

"All of you shut up!" roared a towering black mech, and he tossed his sword into a pile of sparring weapons in one corner and stalked toward Maleficent. "I'll handle this."

She just smiled and held her ground as the mech stalked in a circle around her like a wolf, sizing her up with glittering violet optics. Judging by the names the others had addressed one another by, this must be Motormaster, leader of the Stunticons. Not especially intelligent, but strong and quite cunning in the arts of physical combat. He would do nicely for what she had planned.

"Don't see what all the fuss is about," he said at length, grabbing her by the shoulders and turning her this way and that as if to inspect her from all angles. Breakdown choked in terror, but she allowed Motormaster to turn her. He meant her no harm at the moment, and should his handling become too rough… she had her ways to defend herself.

"She don't look like much," he continued with a dismissive snort. "Dunno why she's got all the commanders so worked up."

Maleficent chuckled. "Perhaps I'm not what you expected me to be, Motormaster? I do hate to disappoint you… but perhaps my shortcomings can be rectified."

Motormaster scowled. "What's your point, lady?"

"You gotta use small words with him," the gray one – Wildrider, she recalled – chimed in. "Otherwise he gets CPU aches and you have to repeat yourself – ack!" He ducked as a black fist whistled through the air over his head. "Don't shoot the messenger!"

"Ain't gonna!" Motormaster roared. "Gonna punch your faceplate in instead!"

"I mean that while I surpass you in the arts of magic, perhaps there is something you can teach me." She stepped back and raised her hands, mimicking a fight stance. "I wish to fight you."

Motormaster scowled. "This is a trick, ain't it?"

"I can assure you it isn't. I wish to fight you. No magic, no tricks… just hand-to-hand combat. Which, I am given to understand, is your specialty?"

To his credit – and despite Wildrider's insistence that he was an idiot – Motormaster looked appropriately suspicious of Maleficent's proposal. Truth be told, she had her own reservations about the prospect of a physical fight with a clockwork man. She had relied so much on magic and wit to accomplish her goals that her ability to fight hand-to-hand had suffered over the centuries. True, any fae worth their salt could avoid a physical confrontation with ease, but there were enough cautionary stories of faeries who had lost their powers and been overcome by mundane means to make her wary. And she wasn't about to take that chance.

She steeled herself and met Motormaster's guarded scowl with a confident smile. This fight would be educational, if nothing else… and if it went south for her, she could rely on her arts to avoid a complete defeat. No use losing face before Megatron's troops, after all.

"All right," Motormaster acquiesced at last. "But no cheating." He turned to the other Stunticons. "Y'all watch close, all right? If she cheats and uses magic, rip her apart."

"How are we supposed to do that if she's got magic?" demanded Breakdown in a shrill tone.

"Use your imagination!" Motormaster snarled, and turned back to Maleficent with a smirk, cracking his knuckles. "I'm gonna enjoy this. Teach YOU to be so high an' mighty around here."

At that, she let her smile widen. "Not what I meant by educational, but very well, Motormaster. Teach me."

The black mech snarled and swung a massive fist, aiming for her belly. She stepped back instinctively, and the blow missed by a fingerspan. The next blow she dodged with a sidestep, twisting her body to let the strike pass her by. Even as Motormaster tried to pull back for another blow she spotted an opportunity – a gap between two plates of armor in her opponent's side, exposing thin tubes like multicolored veins. A possible weak spot? There was only one way to find out.

Motormaster howled as she jabbed, grabbing and twisting the exposed wires before dancing back out of range. His fist clipped her wingtip, sending a jolt of pain down the wide, flat appendage, but a burst of text across her field of vision told the truth – despite the pain, his blow had done no damage. Quite convenient, this display… perhaps mechanical men DID have some advantages.

"I'm gonna take that outta your plating," Motormaster growled, gripping his side as if he'd been mortally wounded. When he lunged again, fingers hooked like claws to grab and tear, she noted the hitch in his movements. Whatever she had done, it had injured him – perhaps not severely, but enough to weaken him. Good… she wasn't as bad at this as she had first assumed.

Again and again Motormaster swung, not so much attacking her as he was wildly flailing in her direction in a fit of rage. Each time she was able to leap or twist out of the way, marveling at how much flexibility her new metallic body gave her – far more than she could have guessed. Fascinating… she had selected this "Seeker" form simply because it seemed a common one among Megatron's troops. She hadn't realized just how swift and graceful it could be…

Motormaster finally seemed to tire of the game, and with a roar he grabbed his sword and charged. Maleficent held her ground until there was no possible way he could stop himself, then slipped to the side. He barreled past her and slammed into the wall, the sword burying itself deep into the metal wall. The dazed Stunticon leader staggered back, optics flickering, the room still ringing with the force of his impact.

The other four Stunticons burst into wild laughter.

"Teach her a lesson, eh, Motor?" cackled Wildrider. "Looks like she taught you how hard the wall is!"

"Frag you," growled Motormaster, wincing as he cupped his helm in his hands. "Stupid lucky dodge was all. Running away every time someone swings at you ain't fighting, lady!"

"It's a strategy," she pointed out. "Anything that keeps you in one piece during a fight should be considered a viable strategy."

"A strategy for cowards."

She whirled, gathering her power and readying it at her fingertips, ready to lash out at the intruder. Who dared insult her like this?

"Lord Megatron!" Motormaster shook his head and gave a swift salute. "Sir!"

The warlord ignored him and focused his gaze on Maleficent, entering the room with a slow, confident stride. She searched his expression and was enraged to find a smug amusement there. How long had he been watching them? How had he managed to escape her detection? And worst of all, just what could he find so entertaining in all this?

"She started it, sir!" Breakdown squeaked.

"Are you suddenly a sparkling, Breakdown?" Megatron snapped, though his smug smile never faded. "A fine show of defense, my lady… but there is far more to a battle than simply escaping injury. A safe defeat is still a defeat. But to be wounded in combat… ah, THERE is glory."

She raised an optic ridge. "Such a barbarous philosophy, Lord Megatron."

"Perhaps… but it takes a ruthless being to accomplish anything worthwhile, doesn't it?" His smile took on a knowing tilt at that statement. "Stunticons, leave us."

"Oh slag no!" Motormaster growled. "If you're gonna beat the scrap outta her I'm fraggin' well gonna watch! Someone's gotta make her pay for humiliating me!"

"Did I stutter, you dolt?" Megatron retorted, turning to glower at the black mech. "Leave us! I will deal with her myself."

The two mechs locked optics for a long, intense moment, their anger palpable like an electric charge in the air. They were like two predators staring each other down over a kill, Maleficent thought – two wolves, one young but powerful, the other a scarred but cunning veteran, and neither wanting to back down from a fight. The other Stunticons hovered at the edges, lesser members of the pack who only awaited the outcome, that they might follow whoever proved himself the alpha.

Finally Motormaster broke optic contact and stalked out with a grumble, clutching his wounded side. The others trailed out after him, though Wildrider paused to give her a mournful look as he left. She almost laughed aloud at that. So another mech in this base had lost his heart – or whatever these creatures had as an equivalent – to her. She had never caught the fancy of a metallic golem before, let alone two of them, but at least their attentions would prove a novelty.

The doors of the sparring room hissed shut, and something in Maleficent's mechanical guts clenched. She told herself she wasn't in any true danger here – if Megatron tried to kill her, she could petrify him on the spot or simply blink out of the room in an instant. It wasn't as if he had warded the room or sealed her in with iron…

It wasn't fear for her life she felt, not exactly. Megatron represented an entirely different sort of threat… even if she wasn't fully aware of just what kind yet.

"Motormaster is one of the greatest hand-to-hand combatants among the Decepticons," said Megatron, his smirk never fading. "But he lacks technique, and he is far too young to have the experience of most of my soldiers. If you want to learn how to fight, better to learn from a master than a newbuilt."

She returned his smirk. "You presume to be a master, then?"

"For over ten million years I have reigned as leader of the Decepticons," he replied, narrowing his optics. "I am a warrior by design and programming, forged in the fires of war. I spent vorns in the gladiator pits of Kaon, abiding by the simple law of win or die. I have personally slain two Primes, half the old Autobot Council, and too many of their champions and assassins to count. I should know a thing or two about the art of war, Maleficent."

Ten million years… it took all of her self-control to not let her jaw drop in amazement. Even the oldest among the fae weren't half that age. But she didn't let her awe reach her expression.

"Very well, then… but it is one thing to boast of your strength and skills, and quite another to put actions to words." She stepped back a few paces and crouched slightly, bracing herself. "Teach me."

A feral grin stretched Megatron's mouth, and he crouched in a position akin to a wrestler's stance, hands raised. Unlike Motormaster, he didn't charge right away – instead he slid to one side, as if to circle around behind her. She imitated the move, and the two of them slowly circled one another, optics flicking over their opponent's chassis for any sign of weakness.

_He has to have a weak spot… or I suppose a design flaw, given his nature. He's big, but also fast – unlike Motormaster his size doesn't seem to affect his speed…_

A blur of silver broke off her train of thought, and she raised her arms to block the punch. But a blow to her abdomen sent her doubling over with pain, heat spiking in her systems as her fans stalled from the force of the punch.

"You won't last long in a fight if you don't learn the difference between a feint and an actual strike," Megatron noted with a sly chuckle.

She straightened, ignoring the pain and matching his chuckle with a laugh of her own. "Perhaps not… but I won't fall for such a trick a second time."

"Battle rarely allows for second chances," he retorted, and swept his leg out in low kick. She leaped into the air to avoid an attack clearly aimed at knocking her legs out from under her, then angled her landing in an attempt to tackle him. He rolled to the side, leaving her to land gracelessly on the floor, and she screamed in agony as a hand gripped her wing and twisted with enough brute force to bend the metal out of shape.

"For all your magical arts," he noted, releasing her, "you're a poor fighter. So the mighty Maleficent isn't so invulnerable after all."

Rage boiled in her at that, and she lashed out with a foot, her heel catching him in the abdomen and shoving him with enough force to make him stagger. She lunged for the corner while he fought to regain his balance, making a grab for the weaponry haphazardly piled there. A weapon, any weapon, would grant her some advantage…

She hissed in pain and jerked her hand back. Her fingers had brushed a length of chain from some kind of advanced flail-like weapon – iron or steel, no doubt. So Cybertronians used iron-based alloys after all… she was going to have to use caution.

Her hand closed around the hilt of a crystal-bladed knife before a heavy body impacted against hers, knocking her to the floor. She struggled to get to her feet, only for a hand to close around her throat. In this form she hadn't a windpipe for him to throttle, but instinct made her freeze anyhow.

"Another lesson," said Megatron, a gloating note in his voice. "Only turn your back on a deactivated chassis… or a corpse, to use the organic term."

"All mortals are corpses," she retorted. "They live close enough to the edge of death anyhow… even you, O Mighty Megatron." And she drove the blade into his shoulder.

Megatron yowled and released her, grabbing for the hilt of the weapon. She struck back, jabbing her fingers into the gap that seemed to be the weak point of every mech and twisting the wires she found there. He roared in agony and grabbed her arm, trying to twist it behind her back, but she wrenched free and scrambled just out of his reach.

His angry snarl trailed off in a laugh as he yanked the knife from his shoulder. "You're getting better… perhaps I've underestimated you."

"I'm a fast learner," she replied with a smirk.

"Then learn THIS fast!" And he flung the fluid-coated dagger at her.

It would have been simplicity itself to throw up a quick shield to deflect the dagger… but instead she jerked to the side, feeling the weapon clip the side of her helm before it clattered to the floor. No magic… not unless her life depended on it. She wanted to see how this contest faired by relying on her own strength, swiftness, and wits.

For what seemed like hours they traded blows, punching, kicking, grappling, feinting and dodging one another in a deadly dance. More often than not she found herself on the defensive, blocking a strike or twisting to evade a blow, but from time to time she managed to catch the silver mech by surprise, landing a hit or knocking him to the floor. Each time a burst of wild pleasure filled her, an exhilaration she normally only felt upon casting a complex spell, or watching a scheme decades in the making go as planned.

She had never known that something as primitive and brutal as fighting – not a battle of spells, but of pure physical strength – could be so enjoyable. And yet she couldn't deny that right now she was having the most fun she'd had in centuries.

The battle ended with both her wrists in Megatron's grip, the silver warlord holding her fast. Fans cycled frantically as each combatant struggled to cool down, the pump and hiss of air sounding like a dragon panting for breath. Megatron's optics glowed with a potent mix of battle-lust and macabre glee, and his mouth was locked in a feral grin. A glowing violet-pink fluid trickled down his chestplate from his wounded shoulder, but he either didn't notice the injury or he elected to ignore it. Maleficent's abused wing still screamed in pain, and the text in the corner of her vision warned that it would need repairs before she attempted to fly again, but she, too, ignored it.

She opened her mouth, intending to tell Megatron that she had enjoyed the duel and hoped to meet him in combat again… but before she could utter a word, he yanked her close and pressed his mouth to hers.

The kiss was brief, but an electric shock passed through her at the contact anyhow. Her first instinct was to curse him into oblivion, to freeze his internals or transform his spark into a lump of dead stone for the outrageous impudence… but before she could do more than gather enough of her wits to be angry, he pulled away and gave an exultant laugh.

"Excellent," he purred, though whether in reaction to the kiss or the fight she couldn't say.

"You're either very bold or very stupid," she growled. "In my day, taking advantage of a lady, even in such a small way, could cost a man his head."

His mouth quirked in a mischievous smirk. "Then it's a good thing I'm not a man, isn't it?"

"You impudent fool," she retorted… then wrenched her hands free, grabbed the sides of his helm, and yanked him in for another kiss.

This was no tender lover's kiss – it was strong, almost brutal, just as much a battle for dominance as their earlier sparring match had been. But she welcomed it. Megatron had proven himself – even if he was no match for her when it came to magic, he was strong and clever, and even in her most fearsome state he refused to be intimidated by her power. It had been too long since she had met a man worthy of her, and if such a man could never be born of mortal or fae, but forged from metal on a distant world… then so be it.

A faint, static-filled cough finally caught her attention, and she pulled away and turned to the door of the sparring chamber. Who dared… just when she was finally beginning to enjoy herself…

 _I might have known,_ she thought acidly, and pondered challenging that thrice-blasted mech to a fight to the death right then and there. Of course it would be Soundwave. And the fact that he was Megatron's one competent and indispensible soldier just made it all the worse – she couldn't just kill him and be done with it.

"What is it?" Megatron snapped. "I gave you strict orders that I was NOT to be disturbed!"

Soundwave kept his gaze locked on Maleficent as he spoke, his voice an informative monotone but his stare practically burning with rage. "Ratbat reports. Skyfire: departing Earth."

"So the wretched Autobots are fleeing the planet," Megatron replied. "Giving up as soon as their leader falls. We expected this! Why did it warrant going against my orders?"

Soundwave's vents gusted in a sigh of irritation, but he kept his voice even. "Additional report from Buzzsaw. Autobots: sending search party to Cybertron. Objective: finding Elita-1 and the femmes."

Megatron scowled. "What in blazes are they hoping to accomplish? Autobot femmes are worthless as fighters!"

Maleficent frowned, a cold burst of apprehension blooming in her chest. "Who is this Elita-1?"

"The leader of the Autobot femmes," Megatron answered with a dismissive flap of his hand. "A weak and pacifistic fool… I don't know what Optimus Prime sees in her."

"Optimus Prime?" she repeated, the chill spreading to flood the rest of her chassis. "His true love?"

"His bondmate," Soundwave corrected. "Optimus Prime and Elita-1's sparks united in spark-bond. Human equivalent: marriage."

At that, Maleficent let loose a slew of words in the old tongue that sent greenish flames crackling up the walls. By all the powers of Hell! Somehow the Autobots had discovered the one thing that could break her curse! No doubt that pestiferous Merlin had his hand in it somewhere… and she swore she would see the old goat writhing and screaming in agony by the time she was through with her dealings with these mechs. He would learn the hard way not to meddle in the affairs of fae.

"Maleficent, control yourself!" Megatron ordered. "I won't have you destroying my base in a fit of pique!"

She waved her hand, and the flames snuffed out. "If the Autobots find Elita-1 and bring her to Earth, all our plans are for naught. Only an act of true love can break Prime's curse… but if Prime and Elita-1 are true lovers…" She let the sentence hang – Megatron should be smart enough to figure the rest out.

To his credit, he caught on right away. "Soundwave, set up a secure link to Shockwave's tower on Cybertron! He is under strict orders to stop the Autobots at all costs."

"As you command, Megatron." Soundwave gave Maleficent a final death glare, then strode out.

"That may not be enough," Maleficent replied.

"Shockwave's forces on Cybertron are quite formidable," Megatron insisted. "A single Autobot search party can't escape them."

"Perhaps… but I am in no mood to take chances. The spawn of Aurora and Phillip are not to be underestimated, and if Merlin or any other fae have chosen to get involved, then it will be all the harder to stop them." She waved her hand, letting her staff materialize at her side. "Contact Shockwave and have him on alert… and I will summon an ally of my own."

Megatron frowned. "You have been absent from this world for hundreds of years. Do any of your allies still live?"

She chuckled at that. "You really have no imagination, Megatron." And she touched the crystal globe of her scepter. "The Autobots have encountered fae and sorcerers… but let us see how they fair against the powers of the djinn, shall we?"


	13. On a High Sea of Stars

Spike had long ago quit trying to figure out just how the Autobots' technology worked. Things like mass-shifting, Hound's holograms, Mirage's cloaking abilities, Prime's energy axe... they were the stuff of humanity's science fiction, and it still amazed him every time he saw one of those devices or processes in action. Sure, Perceptor and Wheeljack had been more than happy to explain the science behind them, but given that Spike was no scientist even by human standards, their explanations just boggled his mind even more. In the end, he simply accepted it as "higher science" and gave up trying to discover the specifics behind them.

So despite the fact that even science fiction writers had disowned the idea of faster-than-light space travel, Spike didn't question when Skyfire announced that they had achieved FTL speed and would be at Cybertron in a few cycles. Not that he was in any mood to question anything at the moment – he was too worried about their mission, and what it could mean to Optimus Prime and the Autobots if it failed.

Finally tired of watching the swaths of light as the stars streaked past, he turned to watch the others. Ironhide had a holomap open on a table, displaying a glowing Cybertronian landscape, and he and Jazz were identifying various areas and highlighting them in different colors. Sideswipe had a datapad out and appeared to be watching a movie on it while Sunstreaker buffed his armguard, both Lambos trying to distract themselves until they got to Cybertron. Grimlock sat on the floor in a corner, running what looked like a metallic whetstone over the edges of his sword. Sparkplug paced restlessly under a window while Carly looked on worriedly, and Stitch scratched frantically at a spot behind his ear, looking less like an intelligent alien bodyguard and more like a deformed dog.

Lastly, his gaze fell on Bumblebee. The yellow minibot hadn't said a word since Skyfire had taken off. He focused intently on his gun, cleaning it and taking it apart to inspect each component for flaws or defects, reassembling it, and then disassembling it to inspect it all over again. His face was set in a look of intense concentration, as if the fate of their quest hinged on the state of his weapon.

"Bee?" Spike reached out to touch his arm. "You gonna be okay?"

Bumblebee looked up, and his concentrated expression slid away, replaced by a look of worry and despair. "No… I'm worried about Prime."

"We all are," Carly assured him. "But we're going to fix this. I promise. We just have to get to Cybertron and find Elita."

"You make it sound so easy," Bumblebee replied. "But Cybertron's so big, and the femmes could be anywhere… what if we don't find her? Or if we get back too late to save Prime?" He sighed and pushed his gun away. "This is all my fault. It should have been me who got hit. Me who was cursed with the corruption spell. At least me going evil wouldn't threaten the entire Autobot cause."

"Don't talk like that," Sparkplug said fiercely, pausing in his pacing to come over and pat at his arm. "Don't EVER talk like that. You're a valuable member of the Autobots, and I guarantee that we'd fight just as hard to save you if you'd been cursed. And this isn't your fault at all – we had no way of knowing Maleficent was going to take this route."

"But… but Merlin warned us right away that the Autobots would be targets," Bumblebee protested. "I should have been more careful…"

"Don't," Sparkplug insisted. "Really, don't. It's not your fault in the slightest." His gaze moved to the window, and his expression hardened. "If anything, this is my fault for digging into our family history. Megatron might not have raided the castle and stolen the sword with Maleficent inside if we hadn't been there…"

"And he might have anyway," Carly cut in sharply. "You all know Megatron's got an obsession with weird artifacts, and it's not like the sword was a big secret. He would have found it eventually, and we'd STILL be in this mess." She nudged Bumblebee in the side. "And taking all the blame for what happened isn't going to fix this. We can't go back and change the past. But what we CAN do is go to Cybertron, find Elita, and get her back to Earth to break the spell. So let's focus on that instead of passing the blame back and forth, all right?"

Bumblebee stared at her a moment, then managed a smile. "Thanks, Carly. At least someone here has a good head on their shoulders, huh?"

"Someone has to," she said with a bit of a smirk. Then she turned her gaze upward. "Skyfire, how far to Cybertron?"

Skyfire's voice sounded over the shuttle's intercom system. "Calculating by your units of time, at least twenty more hours. I'd suggest everyone rest and save their strength until we get there. I'll alert you when we're close."

"Thanks, 'Fire," Carly replied.

"Why couldn't we just take the space bridge again?" demanded Sideswipe, looking up from the datapad in his hands. "Seriously, this wait is killing me."

"Shockwave shut it down for unknown reasons," Skyfire replied. "Though I suspect Megatron anticipated us trying to evacuate the planet in the wake of Prime's… condition, or perhaps Maleficent warned him about the possible counter to her spell and he's taking precautions. At any rate, it's the long way or no way."

Sideswipe groaned. "Ugh, I'm gonna die of boredom before we even get there! Can't you speed it up a little, Sky?"

"I'm going as fast as I safely can with organic passengers aboard," Skyfire replied evenly. "And while I'm not the commanding officer on this mission, I still request that you stop complaining already. If I can be fitted with a human bathroom for this trip, you can have the patience to wait a few hours."

"I still can't believe you'd go through with that indignity," Sunstreaker huffed. "Seriously, can't they just hold it in until we get there?"

"That's not how our systems work…" began Spike.

"All right y'all, quit yer yappin'," Ironhide cut in. "Jazz 'n' I're tryin' to focus."

"Focus on what?" asked Spike. "Have you figured out where Elita-1 and the other femmes could be?"

"Hard t' know exactly," Jazz confessed. "Mostly workin' on educated guesswork. But it's better 'n nothin'." He stooped and offered a hand, and Spike climbed into his palm, letting the saboteur lift him high enough to get a good look at the table. Ironhide did the same with Sparkplug and Carly, cupping one of them in each hand.

Spike didn't recognize the sector of Cybertron that lay before them in ghostly miniature… but then, the only sectors he knew were those he had seen in pictures in the Autobots' quarters, or vaguely remembered snippets from when he and Carly had gone to Cybertron to fetch the Dinobots during the cybertonium crisis. And perhaps "miniature" was the wrong word to use. Though the map was certainly diminutive to their Autobot friends, most of the buildings were still Spike's height or taller, and the lines marking roads and highways could have doubled as footpaths. He almost felt like Godzilla looking down on Tokyo before a rampage.

Though some tremendous force had already ravaged this area of Cybertron, it seemed. The beautiful, alien towers bore ragged holes, and missiles had punched craters into the streets and plazas. Spike shivered, suddenly recalling photos he'd seen of European cities after World War II, and the wreckage left behind by the fighting. But so many of those cities had managed to heal and even make great leaps forward since the war… perhaps Cybertron could too?

"A'right, so we're figurin' Elita-1 an' th' others have gone to th' Dead Sector since their cover was blown," Ironhide explained, breaking Spike out of his train of thought. "Would only make sense, since mechs there have either evacuated or gone inta stasis since Shockwave cut off th' energy supplies."

"That still leaves a slag of a lot of ground to cover," Sunstreaker pointed out, frowning.

"Not s'much as you might think, Sunny," Jazz replied with a grin, and he pointed to several areas that glowed with a vivid red light. "These areas, for 'xample. Still contaminated by radiation. Be nothin' but a slow death to 'stablish a base there, even for a Cybertronian. An' over here…" He pointed to a stretch of violet-colored buildings at the edge of the map. "Too close t' 'Con territory. They'd be discovered right away there."

"What about that blue area in the center?" asked Carly. "It looks pretty ugly with all those collapsed buildings, but that'd be the last place you'd look for a thriving base, right?"

"Yer right," Ironhide replied, "an' that's 'xactly why th' femmes ain't there. Crime syndicate's already claimed that place as headquarters. Shockwave keeps bombin' th' place to slag, but they just keep comin' back."

Grimlock snorted and lumbered over to investigate the map. "Me Grimlock say you Autobots looking in wrong places," he huffed. "Them femmes got more brains than rest of Autobots. Not stay on surface. Go underground."

"Yeah, but an underground base still needs an above-ground entrance and exit, genius," Sideswipe retorted. "Or did you not think of that?"

The Dinobot gave a low snarl, glowering at the red Lamborghini. "Me Grimlock think at least. More than you Sideswipe tend to do."

"You wanna start somethin', Dino-breath?"

"Ya two can it!" Ironhide demanded. "An' ya both got valid points. Goin' underground would make the most sense, but we still gotta find an entrance… Primus dammit! Who let th' dog out?"

Spike blinked, wondering what Ironhide was talking about… then spotted the gray-blue form careening about the holographic city. Stitch cackled and howled as he stomped through the miniature streets, swiping at buildings and mimicking both beastly roars and screams of terror. He seemed to have taken the moment to act out a rubber-suited monster movie, playing both the parts of the kaiju and the doomed bystanders.

"Oh geez," Spike groaned. "Stitch, get down! That's not a toy!"

Stitch snarled up at him before continuing on his "rampage," trying to pick up a parked vehicle. When his hands went right through the holographic car, he growled in frustration and tore off through the "street."

"At least someone's having fun here," Sideswipe noted, laughing.

"We ain't got time for games," Ironhide snapped, setting Sparkplug down on the map and making a grab for the alien. "Get back here, ya lil' varmint!"

"Nyah nyah!" Stitch retorted, and ducked into an area that looked like a dry channel of some kind. He ducked beneath a bridge, curling up in a tight furry ball. Had the map been a solid model it would have taken a good deal of poking and prodding to get him out, but Ironhide simply reached through the holographic bridge and scooped him up. Stitch yipped and growled, gnawing on the red mech's fingers, but his teeth didn't even leave dents.

"Stupid fuzzball," Ironhide grumbled. "Jazz, get Sparkplug off the table, will ya?"

"Wait a minute." Sparkplug held up a hand and walked to the edge of the channel. "What's this?"

"Just an ol' shipping channel," Jazz replied. "Cybertron had a couple seas an' some rivers, but they dried up durin' th' war. But durin' th' Golden Age they diverted some of th' rivers to make shippin' goods easier." He chuckled, though the sound had an edge of melancholy to it. "Prime an' Elita used t' work at the docks b'fore the war… think it saddened 'em both t' see the rivers an' seas drained. They were beautiful."

Sparkplug nodded and walked along the bank, eyeing the channel. "Hmmm… you know, if the water was drained, it had to go somewhere. Water doesn't just disappear. And I'm going to hazard a guess that it didn't evaporate, but went underground somewhere."

"And that means there has to be a drain of some kind – an entrance!" Carly realized. "That's brilliant!"

Jazz chuckled. "Now why didn't we think of that? An' of course Elita'd know about a drain, if it existed. She an' Optimus worked the docks – they'd know all the ins an' outs of the shipping channels."

"Doesn't help us," Ironhide growled. "Prime an' Elita worked the docks. We didn't. Prime ain't in any condition to tell us, an' it's Elita we're tryin' to find!"

"It at least gives us a starting point," Spike pointed out. "Unless there are other dock workers we can talk to-"

A dull thud cut him off, and Skyfire rocked wildly beneath their feet. Sparkplug stumbled and fell back, tumbling through a wall and landing inside a building. Jazz braced his feet and did his best to hold Spike steady.

"What the frag?" demanded Sideswipe.

Skyfire's voice sounded over the intercom. "We've got incoming! Hostile ship approaching! And when I say ship, I mean ship!"

"What's that supposed t' mean?" demanded Ironhide, going to the window. "Son of a junker…"

Jazz hurried over to see for himself, carrying Spike along for the ride. "Primus below our feet…"

Spike's jaw dropped. This wasn't a starship flying straight at them, emerging like a predator from the thick of a nebula – or rather, it was a starship in the most literal sense of the term. The attacking vessel looked almost exactly like an antique sailing ship, a galleon with billowing sails of a glowing amber fabric, a black flag marked with a skull that bore fangs and multiple eye sockets, and a sleek hull that rode the gaseous waves of the nebula as if they were rippling ocean. Bolts of amber fire burst from cannons along its side, and Skyfire shuddered as they hit their marks, barely deflected by his shields.

"That looks like a pirate ship!" Spike exclaimed. "It's got a Jolly Roger and everything!"

"This is impossible!" Carly gasped.

"Wizards and faeries and trolls are perfectly possible but this isn't?" demanded Sunstreaker.

"Oh, come on!" she retorted. "Even you guys have to admit this is scientifically impossible!"

"While y'all are arguin' over whether this is impossible or not, it's blowin' holes in Skyfire's shields!" Ironhide snapped. "Get yer weapons online, Skyfire!"

"I'm a science vessel!" Skyfire retorted. "I don't carry weapons in this form!"

"Oh, fer the love of…" Ironhide set Carly and Stitch down and jerked a heavy cannon out of subspace. "I'm goin' topside t' sink this ship! Grim, Sides, Sunny, come with me! Jazz, Bee, stay here an' protect th' humans!"

Grimlock belted out an enthusiastic roar and charged after the red van, spoiling for a fight. Sideswipe and Sunstreaker were close behind, less vocal but no less eager. Jazz placed Spike on the table beside Sparkplug and drew his own weapon, while Bumblebee quickly reassembled his own weapon, practically trembling from excitement… or nervousness, Spike wasn't sure which.

"This is crazy," Spike murmured, going to help his father to his feet. "First wizards and faeries, then aliens and trolls, now pirates in space!"

"Given who's opposing us, we should have expected this journey to be out of the ordinary," Sparkplug noted. "I guess we just underestimated how extraordinary it would be."

* * *

It took longer than Ironhide would have liked for the four of them to climb out of Skyfire's passenger hold and to the top of his shuttle form. His refitting to accommodate for organic passengers had included an airlock, and the red van couldn't help but feel valuable time was being wasted as they passed through said airlock. Sure, it was less than a minute, but in the thick of a battle, every astrosecond counted.

Activating the magnetic clamps on his pedes, Ironhide shifted his cannon to one arm and made his way to the top of Skyfire's shuttle form. Up ahead, a rolling cloud of luminescent gas blocked their way, silhouetting the ghostly form of the pirate ship with a multicolor light. Even as he braced himself and raised his weapon more amber fire lanced forward, glancing off Skyfire's shields. Behind him, Sunstreaker cursed and Grimlock snarled as a sphere of plasma fire skittered past, scorching the yellow warrior's armor in the process.

"It's just one ship," Sideswipe pointed out. "We can take it easy."

"Don' get cocky, Sides," Ironhide advised. "We dunno what kinda weaponry this thing has."

"It's a freaking pirate ship!" Sideswipe insisted. "What're they gonna do, call us landlubbers and chuck a cannonball at us?"

"It's a pirate ship IN SPACE!" Ironhide reminded him. "Given THAT lil' fact, just be ready for anythin'!" He turned to face the craft. "A'right, whaddaya varmints want?"

He wasn't really expecting an answer, but someone aboard the craft saw fit to respond anyhow. A figure just slightly taller than the average human stood on the ship's bow, and he responded in a booming voice that somehow managed to cross the void of space and reach his audials – something that would have had Perceptor pitching a fit had he accompanied this mission.

"This is Captain Nathaniel Flint of the _Devil's Star!_ " he roared. "You've strayed too far into Flint's territory, ya lily-livered rustbucket Cybers! Surrender yer vessel or we'll cut yer throats an' throw you to the neutron sharks!"

"Neutron sharks?" Sideswipe repeated, a huge grin threatening to crack his faceplate in two. "Scrap, between space pirates and space sharks, it's a wonder Cosmos EVER comes back to the Ark!"

"Stuff it, Sides," Ironhide grumbled. To Flint he called out "Ya get our ship over our cold rusted chassis, ya greasy lump of slag!"

By this time the ship had drifted close enough that he could make out the speaker – a humanoid being dressed like he'd just stepped off the set of _Pirates of the Caribbean,_ complete with oversized hat and knee-high boots. But the face was anything but human-like – it had reptilian jaws, needle-sharp fangs, and three pairs of slit-pupiled yellow eyes. Long maroon hair whipped behind his head, and the hand he pointed at Ironhide bore three clawed fingers.

"Board 'em!" he bellowed. "Gut 'em!"

"They're Cybers, Cap'n!" protested a shrill-voiced, slug-like alien with multiple eyes on attenuated stalks. "They got no guts to spill!"

Without so much as a backward glance Captain Flint grabbed the alien by a handful of eyestalks and flung him over the edge of the ship. The luckless sailor shrieked and flailed flipper-like arms as he drifted away.

"Anyone ELSE got anything to say?" Flint demanded, then went on as if nothing had happened. "I want that ship! There's a fat bounty fer th' buccaneer that brings these Cybers' heads to His Lordship Megatron!"

Ironhide groaned, swinging his cannon toward the _Devil's Star._ Of COURSE Megatron could never make things simple.

A projectile buzzed past Ironhide and latched like an energy leech onto a chink in Skyfire's plating – a grappling hook fixed to a line. More hooks shot from the galleon, each catching onto the shuttle and pulling it closer. Alien creatures of all shapes and sizes climbed the rigging and deck railing of their ship, eyeing the Autobots with expressions of greed and bloodlust, clutching blades and guns that looked primitive to Ironhide's optics… though he was taking no chances.

"I'm aimin' for th' ship," Ironhide told the others. "Sides, Sunny, keep them organics from gettin' inside at all costs. Grimlock, cut th' lines. We'll worry 'bout diggin' the hooks outta Skyfire when we land."

"All costs?" repeated Sunstreaker, raising an optic ridge. "Prime would tell us to avoid hurting the organics."

"I ain't Prime," Ironhide replied darkly. "An' I'm all for not harmin' humans, since they're our allies… but these organics are out for oil. I'd say defendin' ourselves – an' Carly an' th' Witwickys – takes prior'ty."

Sunstreaker gave a sharp nod, smiling grimly. "I like how you think." And he raised his gun and took a shot at the stone-like alien that had just leaped onto Skyfire's wing. The blast seemed to bounce off the creature's tough hide, but it also served to knock him over the edge and into space with an outraged howl. Sideswipe, too, opened fire, and the attacking pirates scattered to avoid being torched.

Grimlock huffed. "Them Lambos get to have all the fun," he complained. But he raised his sword and hacked at the lines, severing three of them with one swing.

Ironhide quickly scanned the hull of the _Devil's Star,_ looking for any potential weaknesses… then dismissed it and took aim at the sails instead. He had no idea how a wind-powered ship operated in deep space, but he was willing to wager that a few holes in the sails would put a serious cramp in Captain Flint's style. At the very least, the risk of being stranded in a derelict vessel should make these space buccaneers think twice about pressing their attack, right?

The first shot created a more spectacular reaction than Ironhide could have hoped for. The blast of energy punched a hole in the mainsail, and sparks and webs of lightning fountained from the shredded material. Rigging and guy ropes burst into flame, and the crew scurried in every direction, arms and tentacles and other limbs flung over their heads in an effort to shield themselves from the raining sparks. One alien scrambled, monkey-like, up the rigging and worked to cut the damaged sail down, heedless of the fact that the mane of fur running down his back was on fire; several others were pulling hoses out in an effort to quench the flames. Someone – possibly Flint's first mate – screamed for order, for the idiots to stop panicking and take the shuttle, but said orders went ignored.

Ironhide allowed himself a smug smirk and took aim at the second sail. Maybe with a little more bedlam, they could cut themselves free and make their escape…

A shard of fire pierced his left optic, and all vision in that particular sensor winked out. Ironhide roared in pain and staggered back, and his shot went high, scorching the Jolly Roger instead of the sail. Fraggit! Who the slag dared…

He groped at his face, finding the hilt of a sword sticking from the wounded optic. Grimly he yanked it free and flung it aside, forcing the shutters closed over the non-functioning socket. He could get by with one functioning optic, even if it messed with his depth perception. Which meant he'd have to rely on "spray 'n' pray" instead of actually aiming his shots, but it could be worse…

"There's too many of them, 'Hide!" Sideswipe shouted, kicking a particularly fat alien over the side. "Skyfire, get us out of here!"

"Can't!" the scientist replied, his entire frame shuddering as he struggled to throw off his unwanted passengers. "One of those blasts hit my engines! We're stuck here until my self-repair finishes!"

"Oh for Primus' sake!" Sunstreaker snapped as he pried an insectoid alien off his shoulder and flung it away. "Can nothing go right for us, seriously?"

Grimlock gave up on trying to cut the ship free and changed tactics. His Tyrannosaur head flipped into place, and with an enraged roar he breathed a swath of fire at the attacking pirates. Many of them retreated, most smoking or trying to swat out the flames, but others stupidly fought on, no doubt driven by greed for Megatron's promised bounty… or simply fear of their captain's wrath.

Speak of the devil… Nathaniel Flint himself leaped from the ship, landing smartly on the barrel of Ironhide's cannon. His multiple eyes fixed on the red mech's remaining optic, and a sinister grin that would have done the Great Slagmaker himself proud spread across his lizard-like face.

"Seems my sword found its mark, eh, Cyber?" he laughed, pulling a dagger from his boot. "Shame you had to throw it away. I rather liked that weapon – it's cut more throats than you could possibly imagine."

"I dunno, I can imagine quite a bit," Ironhide retorted, and he reached up to grab the pirate. Flint proved far more nimble than he'd guessed – with a leap and a roll he dodged his grasp, scurrying down the barrel of the gun. Over and over Ironhide swatted and grabbed at Flint, but the alien crawled all over his plating, his blade slipping into gaps in the mech's armor and nicking wires and cables. Fraggit, had this pirate fought Cybertronians before? He seemed to know just where and how to hit him in order to cause pain, if not a great deal of damage…

"Cap'n!" The shrill slug alien had somehow found his way back onto the _Devil's Star,_ and was waving frantically from the railing. "Ship approaching! Fast!"

Flint snarled and made a swipe at Ironhide's neck, narrowly missing a fuel line. "Let's make short work of these Cybers, then!"

"Cap'n, it's the _Silver!_ "

Flint paused, all six eyes widening in shock… and that hesitation nearly proved fatal. Ironhide brought his hand down, snarling, and the alien captain barely sprang out of the way in time.

"Back to the ship!" he bellowed. "Retreat! Dose those flames an' concentrate all power to th' emergency engines! Now, ye mangy curs!"

"Aye-aye, Cap'n!" the slug alien replied, and oozed off far faster than his body shape would suggest.

Ironhide made one more grab for Flint, but only came back clutching a scrap of cloth – a scarf, he guessed. The rest of the pirates fled Skyfire and boarded the _Devil's Star,_ most looking scorched and battered… though as far as Ironhide could see through his one good optic, none had been seriously wounded or even killed in the fighting. That would please Prime, he thought bitterly… though given that these pirates seemed to have some experience in fighting "Cybers," he wasn't too surprised.

Flint turned to glower at Ironhide as his crew cast off the lines and readied the ship for a swift departure. "Yer bounty ain't worth my ship… but we'll meet again, Cybers. An' you won't be so lucky next time."

"Frag off, lizard boy," Ironhide growled. "We got more important things t' worry 'bout than you scumbags."

Flint sneered and turned back to his crew, barking orders. The _Devil's Star_ glided away, still spewing smoke and flames from its ruined sail, its sleek form vanishing into the mists of the nebula.

"That. Was. Freaking. AWESOME!" Sideswipe whooped, pumping a fist in the air. "We fought honest-to-Primus pirates! How cool is that?"

"About as cool as being stranded in deep space – deep _pirate-_ infested space no less – on a shuttle-former with a bum engine and with Megatron and an angry fae out to kill us," Sunstreaker retorted, cuffing the red Lambo over the helm. "Because guess what, genius? That's what we are! Stuck here!"

"Oh come on, you can't deny that it was cool!" Sideswipe retorted.

"Y'all quit yappin' an' get inside," Ironhide ordered, reaching up to gingerly feel at his wounded optic. Fluids were leaking out from behind the shutters… he was going to have to patch it to avoid dirt getting into the ruined optic and causing a rust infection. "Skyfire, how long ya got to fix your engines?"

"Without an experienced repair technician aboard?" asked Skyfire. "At least a week."

"We ain't got a week!" Ironhide growled, pressing the heel of his palm against his optic. "Prime's only got 'nother five days at most! Not t' mention th' air tanks for th' humans won't last near that long…"

"We DID bring a repair tech!" Sunstreaker snapped. "YOUR our repair tech, Sky!"

"Oh right, yes," Skyfire replied dryly. "Because of course it's sparkling's play for me to transform while still carrying passengers, contort myself enough to reach my own thrusters, and perform surgery on myself, right?"

"Are you mocking me?" demanded Sunstreaker.

"I'm just stating facts…"

"QUIET!" Grimlock roared. "You Autobots stop arguing! Ship coming!"

Grimlock's warning brought Ironhide back to reality in a hurry. Captain Flint and his crew had fled only because something else was approaching… the _Silver._ A rival pirate crew? Or something worse?

Ironhide's grip tightened on his gun, and he watched with a baleful hollow forming in his tanks as another ship – bigger, sleeker, and gleaming like new in the starlight – glided closer to the crippled flier and his passengers, moving to circle them like a hawk sighting prey.


	14. New Allies, New Foes

**Notes for the Chapter:**

> In this story's universe, the events of "Return of Jafar," "Aladdin and the King of Thieves," and the TV series never happened. Only the first "Aladdin" movie is being treated as "canon." Also yes, on the Transformers G1 version of Earth there really was a country called Carbombia, featured in "A Thief in the Night" and one of the "Five Faces of Darkness" episodes.

As terrifying as the sound of pitched battle outside Skyfire's hull had been, the sudden silence marking the end of said battle was even worse. Jazz and Bumblebee kept their guns out, optics fixed on the ceiling, waiting for some sign that their comrades had won the day or at least survived the attack. The humans huddled just behind Jazz, hardly daring to breathe. Stitch growled and paced like a panther, though his snarls were oddly subdued, as if he worried that their attackers could hear him through Skyfire's walls and would break inside.

Finally, Bumblebee broke the silence with a nervous whisper: "What's going on out there?"

"Wish I knew," Jazz replied, his voice just as soft.

"Can't you radio Ironhide or something?" Spike asked, scowling as his voice came out in an un-masculine squeak.

"He ain't answerin'," Jazz murmured. "Hope that just means he's distracted with somethin' important an' not hurt…"

"I can tell you for a fact that he's damaged but alive," Skyfire cut in, his voice low as well. "But a second ship has approached. We're trying to decide how much of a threat they are."

Bumblebee waited, grip tightening on his pistol, flinching at every sound of heavy pedes or light organic feet against Skyfire's hull. It was almost a relief when the airlock doors finally rasped open, admitting Ironhide, Grimlock, the twins… and a humanoid form in a white spacesuit that looked more like an antique diving suit than anything NASA would find acceptable.

"'Hide!" Jazz exclaimed, his shout making everyone else jump. "Don't scare a mech like that, man!"

"An' I'm just fine, thanks fer askin'," Ironhide grumped. He pressed the heel of his hand against one optic, and Carly gasped at the thin but steady stream of energon and optic fluid trickling down his faceplate. "Took a blade in th' optic, but I'll live. Where th' frag's th' repair kit?"

"I'll get it," Carly volunteered, and she dashed off for the supply crates.

"What about the other ship?" asked Bumblebee. "Did you scare or beat them off? And who's this?"

In response the newcomer reached up and detached the helmet, a hiss of gas escaping its interior as the seal around the neck was broken. Bumblebee had no idea what to expect… but it was both a shock and a relief to see that the face beneath said helmet looked completely and ordinarily human, a young man a few years Spike's senior with long brown hair held back in a rat-tail and prominent eyebrows over keen blue eyes. His gaze was sharp and inquisitive as it took in Skyfire's interior and the unlikely mix of humans, Cybertronians, and snarling alien that made up his passengers, but his expression was friendly.

"I'd ask where humans from other planets came from," Sparkplug noted, shaking his head with a resigned chuckle, "but I'm coming to expect everything and anything lately."

"You venture out into deep space much, and you get used to seeing the impossible," the young man replied, extending his hand. "Jim Hawkins, Captain in the Imperium Navy, serving aboard the _Silver._ "

One of the medals on Jim's uniform suddenly detatched, melting into a featureless pink blob… or featureless until two eyes and a mouth appeared on the blob's surface. Said blob hovered in midair before the startled humans, giggling and babbling like a hyperactive toddler.

"What the…" Sunstreaker's jaw dropped.

"Oh, that's Morph," Jim explained. "He's a Proteusian morpher – he can change his shape to anything he wants."

Morph chirped and giggled as he flitted from human to Autobot to human again. He hovered momentarily over Stitch, who growled and made to snap at him. Morph split himself into two to evade the attack, squealing and circling over the alien's head before reforming and coming to a floating stop before Bumblebee. On impulse the yellow Autobot lifted a finger, and Morph shifted into a tiny replica of Bumblebee before perching on his finger, peering up at him.

"Oh hexagon nuts, this guy is adorable!" he gushed. "I almost want one!"

Jim laughed. "They can be mischievous little devils, but they're very sociable, and loyal once you earn their trust. Just don't trust him with anything too important."

"Jim Hawkins, huh?" Spike mused. "I know that name…"

Jim laughed again. "Hey, I'm famous even in deep space! But anyhow… we were investigating pirate activity in this sector and happened on your little firefight." He unzipped his spacesuit and let it collapse to the floor around him, revealing a rumpled white military uniform beneath. "You guys were lucky – not many people can tangle with Flint the Second and live to tell the tale."

"Ya mean there's another one of 'em runnin' around?" demanded Ironhide, scowling.

"Don't move your faceplates!" Carly ordered from her perch on his shoulder, where she was trying to weld a temporary patch into place. "You're making my job harder!"

"Well, the original Captain Nathaniel Flint's been dead for decades," Jim explained as he bundled the spacesuit up and jammed it inside the helmet. "We're not sure who exactly the imposter is, but since he's a dead ringer for the original we're assuming he's some kind of relative. And he seems to be trying to ride his predecessor's coattails for all they're worth."

Grimlock growled and bared his fangs, pawing the floor. "Me Grimlock take bite out of him Flint next time me see him. Show HIM thing or two!"

"Down, boy," Bumblebee ordered, though he was careful to soften the command with a good-natured laugh. "In case you haven't noticed, we've got more important things to worry about than chasing pirates."

Jim nodded, looking thoughtful. "We don't often see Cybers... then again, Flint's never ranged out this far. If he's trying to expand his territory to include Cyber space, he must be pretty bold… or stupid."

"Don't help that Megatron an' Maleficent've put a bounty on us," Ironhide pointed out as Carly finished the patch job and wiped the excess fluids from his cheek. "Big 'nough t' get that slimeballs' attention, but not big 'nough to make 'im wanna risk his ship."

"Maleficent?" Jim cocked an eyebrow, and his smile faded entirely. "I think you'd better start talking. If you Cybers have some kind of dealings with Maleficent, the Imperium's going to want to know."

"Believe us, it wasn't by choice," Bumblebee replied. "Um, Ironhide? Permission to tell him?"

Ironhide gave a "go-ahead" gesture, and Bumblebee nodded and related the story, from the theft and destruction of the Sword of Truth to Merlin's offer of aid to the battle that had left Prime incapacitated. Jim nodded throughout the retelling, looking decidedly grimmer the further the story progressed.

"Merlin alerted the Imperium that Maleficent was on the loose again," he replied, "but we were hoping she'd keep her schemes confined to one planet. If she's declared war on another planet, though, it means we have to take her seriously as a threat. Cybertron's not an Imperium world, but it's close enough for us to be cautious."

Morph altered his shape in a swirl of black and green, changing to a miniature version of the dark Fae. The impressive figure was somewhat diminished by his attempt at an evil laugh, which came out as more of a high-pitched snicker than a sinister chuckle.

"Yeah, work on that impression a little more, Morph," Jim told the shapeshifter. His smile returned, if faintly. "In the meantime, though… your patch-eyed friend there says you guys need a lift to Cybertron."

Jazz nodded. "Sooner th' better. Our ride's engine's shot."

"Stop talking about me like I'm a taxi," Skyfire muttered.

Jim looked up at the ceiling and laughed. "Right… I forget you Cybers can transform into spacecraft and other things. Cybertron's a bit out of our way, but given that you guys have just given us some valuable intel, I think it's worth the _Silver's_ time to tow you there. We can drop you off there, though you'll be on your own for a ride back."

"If you can get us there, we'd be enormously grateful," Skyfire replied, his tone warming. "I can find a medic on Cybertron to fix my engine before we go back."

Jim nodded. "I'll send a message to the _Silver_ to fire out a tow line, then. Any particular coordinates or just the first safe spot we can find?"

"The Dead Sector, if y' can," Jazz replied. "Hard t' miss, it's the biggest dark spot on th' planet. Otherwise anywhere close to that'll do."

"Can do." He turned his attention to the Autobots' human companions. "In the meantime, I think I'll stay aboard Skyfire until we get to Cybertron. I'm curious as to what humans are doing hanging out with Cybers."

"It's a long story," Carly replied. "But tell you what, we'll exchange stories for stories."

"Sounds fair." Jim smirked and winked. "I'm always up for hearing a story from a beautiful lady."

Carly slapped his arm, but her eyes sparkled with good humor. Spike just glared sullenly, though privately Bumblebee thought he was overreacting a bit. Jim might be flirting with Carly some, but he was pretty sure Carly was smart enough to see through it and not fall for it. And besides, Jim had just saved them from what could have been a dreadful situation. The least they could do in return for him was swap a few stories.

 _I just hope the rest of our trip to Cyberton goes smoothly,_ he thought. _Though at least all that's waiting for us on Cybertron is Decepticons, and we know how to handle those. Maleficent won't have agents of any kind there… right?_

* * *

A faint tapping roused Maleficent from her meditation, and she opened her eyes, a smile playing on her lips. There was only one mechanism this could be. Megatron would have burst into the room without knocking, and any other Decepticon would have pounded on the door rather than politely rapping. The former would have been dealt with appropriately, and any of the latter would be sent away with their skidplates smoking or their miserable chassis shifted into organic creatures for awhile.

Maleficent didn't bother to rise from her throne, but simply raised her hand and twitched two fingers. That slight burst of power was enough to open the door and admit Laserbeak, who darted across the room and swooped down to drop an object into her lap. The cassette-bird then perched on the arm of her throne, bobbing his head up and down like an eager parrot hoping for a treat or some other form of attention.

"Well done, Laserbeak." She stroked the mechanical prey-bird's head, marveling at the smoothness of the metal. "Unlike some, you have never failed me."

Laserbeak squawked and flapped his wings in pleasure. _Happy to help, Mistress! Anything else I can do?_

"Find Megatron and direct him here," she ordered. "Then your time is yours to do as you see fit."

 _Yes, Mistress._ He cocked his head expectantly at her. _Do I get a reward for bringing you the lamp, Mistress? I'm not complaining about fetching it, but it was a long trip and it was REALLY hot and Carbombia isn't exactly friendly territory, some idiots with machine guns kept harassing me on my search…_

"Calm down, my dear Laserbeak," she urged him, stroking his back to calm him. "Don't get your feathers so ruffled… figuratively speaking, of course. You have a fine reward coming your way. Simply be patient a little longer. Good things come to those who wait."

Laserbeak made a sound as if he'd started to grumble but thought better of it. _Yes, Mistress._ He nuzzled against her hand for one more pat, then took to the air and flew out the door.

Maleficent eased the door shut with another pulse of magic, allowing herself a smug smile. Silly cassette-bird. How easily his loyalties could be swayed from his creator to her, all through the promise of superior weaponry and abilities. He'd gone from openly hostile toward her to a simpering pet, almost more reliable and loyal than Diablo, her one competent henchman (or hench-creature, rather) from the old days. Perhaps, once she was through with her dealings with these mechanical men, she could see about keeping him on. He had his uses.

Then again, Laserbeak was hardly the only Cybertronian she fancied keeping around… but she pushed that thought aside for the moment, turning her attention to the antique lamp. Jet-black and engraved with intricate designs, it seemed to thrum and vibrate in her hands with a terrible energy, as if she were holding a live wasp nest. And if she held still and simply focused on the lamp, she could feel something shifting inside, thumping against the interior as if struggling to break free.

She smiled in amusement and pressed her palm to the belly of the lamp, rubbing the ebony metal. There was only one way to free the lamp's prisoner… and even then it would not be true freedom, but a release into servitude. Which suited her just fine.

Scarlet smoke mingled with singed feathers billowed from the lamp's spout, and a shrieking, squawking form somehow extricated itself from the narrow opening. The ragged red parrot landed with a _plop_ on the floor of her quarters, flapping its wings and cursing up a storm. She stared at it, nonplussed, wondering if she had just done the unthinkable and committed an error… then dismissed the creature as unimportant as more crimson smoke poured forth.

 _This is more like it,_ she thought with a triumphant smirk as the smoke coalesced into a glowing red form – a muscular humanoid with a narrow, hawk-like face and pointed ears. The djinn uttered a snarling laugh and stretched his arms, grinning gleefully, his innate magic casting the entire room in a bloody light for an instant.

"I'm FREE!" he growled. "Free at last! Free from the prison of the lamp… and free to exact my revenge!"

Maleficent chuckled. "I think you have forgotten a few very important things, Jafar."

The djinn turned to face her, his grin melting into a condescending sneer. "You… you're supposed to be dead, you miserable witch."

"Fae," she corrected. "There is a significant difference between a witch and a Fae, Jafar. Just as there are small but very important differences between a sorcerer and a djinn."

Jafar's eyes narrowed. "Don't mock me, Maleficent!" he rasped. "You have no idea what I am capable of now! I've wished to be an all-powerful genie, and that wish has been granted!"

"You are a djinn now, yes," Maleficent replied, insisting on using the proper term. "And are subject to all that entails." And she held up the lamp for his scrutiny.

Jafar's eyes moved from the lamp to the gold cuffs on his wrists. His eyes widened as the full realization of what he had become finally set in – as if the passing of nearly a thousand years hadn't been enough time. "The curse of the lamp…"

"Indeed," she replied with a chuckle. "You are beholden to the one who freed you from the lamp, as well as the rules of your kind."

"I TOLD you, Jafar!" the parrot griped, stomping forward to shake a wing at the scarlet djinn. "How many times did I say it? How many times? This was a STUPID wish! We had it all – the princess, Agrabah, that pipsqueak street rat – and then YOU had to go mess things up!"

Jafar whirled and flung a scarlet bolt of lightning at the parrot, making him backpedal with an obnoxious shriek. "Shut your beak, Iago! I don't pay you to provide useless commentary!"

"You don't pay me anything!" Iago squawked.

Maleficent stood and slammed her scepter into the floor, sending a crack of thunder through the room that silenced the bickering djinn and parrot. Iago yelped and ducked behind the throne, while Jafar abruptly shifted from his scarlet djinn form to the human form he had worn before making that fateful wish – tall and lean, clad in billowing black-and-scarlet robes to disguise his frail-looking body and carrying a cobra-headed scepter in one hand. He glowered at Maleficent, thin and gnarled-looking fingers tightening around his staff as if he wished to use it to bludgeon her to death.

"Enough," she ordered. "I did not bring you here to make you my slave for eternity. In fact, I am quite willing to strike a bargain."

If Jafar's eyes narrowed any further he might as well just close them. "I don't trust your bargains, Maleficent. They have a bad habit of backfiring on the other party involved."

"May I remind you that you are beholden to me, Jafar. There is little you can do to change that. But if you cooperate, then I can make it worth your while." She set the lamp on the arm of her throne. "Obey my first two wishes, and do NOT subvert my requests as I know you djinn like to do. If you do so… my third wish will be for your release."

His eyes flashed, and a smile briefly crossed his face before fading. "You're bluffing."

She shook her head. "Two wishes for me… the third for you. Do as I request, and you earn your freedom. Double-cross me or bungle the job, and I return you to the lamp. And your next master won't be so accommodating."

Jafar reached up to tug at his thin beard, pondering. Then he nodded sharply.

"We have a deal," he said, and extended a hand. "Just remember the rules."

She nodded and clasped his bony hand in hers. "You cannot take a life, raise the dead, or induce love. But I am sure you can orchestrate a large enough catastrophe to ensure lives are lost, hmm?"

"That all depends on the nature of your wish," he replied, a sly smile on his lips. "You have someone you want eliminated?"

"Several someones." She returned to her throne and had a seat. "What do you know of Cybertronians?"

"Sye-ba-what?" repeated Iago. "Boss, this chick is crazy, why are we doing this again?"

"Shut up, you," Jafar sneered. "Your pathetic birdbrain wouldn't know… but as a genie I know all that ever was, is, and will be. Such is the nature of my new power." Maleficent found herself wanting to slap that gloating grin off her face. "You've aligned yourself with the Decepticons, haven't you? The morals of those virtuous Autobots aren't your style."

"Megatron and I have a common enemy for the moment. That is all you need to know." She struck the floor with her scepter, though without the accompanying burst of thunder this time. "I make my first wish, Jafar – I wish for you to go to Cybertron and hunt down the femme known as Elita-1, and destroy whatever place is serving as her sanctuary. How you do it I leave up to your imagination."

"Done." Jafar raised his hands, crimson fire blazing from the floor all around him and crackling over his robes without igniting them. "You will have your wish, Maleficent… and I will have my freedom from you, and my revenge against that wretched street rat who imprisoned me!" And with a flare of light, he vanished.

"Hey! You're gonna just leave me here?" Iago stomped out from behind Maleficent's throne. "Thanks for nothing, hothead."

Maleficent just smiled indulgently. Perhaps Jafar couldn't outright kill Elita before she got to Earth to break Optimus Prime's curse… but if nothing else, he could delay her enough that her presence wouldn't matter. Besides, one would be surprised just what sort of atrocities they could live through…

* * *

Elita-1 and Chromia were perusing a map of the tunnels leading to Shockwave's tower, identifying which had collapsed and which were still usable, when a series of raps on the door interrupted their study. Immediately Chromia drew a pistol and hurried to the door of their makeshift command center, optics narrowed and a determined scowl on her faceplates. In reaction Greenlight and Streetstar drew away, optics bright and fearful, while Moonracer just frowned and tilted her helm toward Elita in the Cybertronian equivalent of an eye roll.

"Who's there?" Chromia demanded, voice low.

"It's me, Firestar. Let me in!"

"What's the password?"

"Honestly, Chromia, just let me in, all right? You know it's me."

"Give the password."

"Look, I already entered the code at the first set of doors. I passed the spark-signature scanners, got past your ridiculous booby-trap, and gave the secret knock. Do we really need a stupid password on top of everything else?"

"Better safe than sorry, darlin'. Password."

"Ugh!" Firestar muttered a few choice words, then sighed in defeat. "'Save a horse, ride a cowboy.' There, I said it. Let me the frag in."

Chromia nodded sharply and palmed open the door, admitting a frustrated Firestar. Greenlight and Streetstar giggled as the red truckformer huffed into the room and flopped down in a chair.

"Seriously, if we're going to insist on a password, can we at least make it Cybertronian?" said Moonracer with a groan. "Or if it has to be human, something other than that stupid song? What do those lyrics even mean?"

"A password of human origin is less likely to be compromised," Elita assured her. "Though if it makes you feel any better, Moonracer, Greenlight gets to pick the next password."

Greenlight pumped a fist in the air and whooped, while Moonracer just groaned. "Oh Primus, we're going to have to sing Lady Gogo songs to get in, aren't we?"

"It's Gaga, not Gogo," Greenlight corrected.

"Whatever," Moonracer retorted.

"Sparklings, behave," Chromia ordered, subspacing her pistol and going back to the holodisplay. "Firestar, report. Did you happen to pick up any transmissions while you were scouting?"

"Just one," Firestar replied. "From Prowl on the Ark. Though it sounded pretty serious."

"Serious?" Elita repeated, frowning. Her spark prickled with unease. "What did he say?"

"Not a lot," Firestar told her. "Just that if any of us could hear him, pass the message along to expect a transport soon. He didn't give any other info, though – 'in case this message is intercepted' was all he would say."

"A transport?" Chromia repeated. "We never sent out a call for reinforcements."

"Maybe Optimus Prime wants us to join him on Earth," Arcee suggested. "He could be sending a pickup."

Elita shook her head. "So long as there's a chance that we could exploit our position here on Cybertron, Optimus wouldn't have us withdraw from the planet. No… something else is going on." She didn't add the disturbances she'd been feeling in her bond with the Autobot leader over the past few days – Chromia was the only one who knew, and she had firmly advised her to keep that news to herself. If the rest of their forces knew that something had happened to the Prime, it could destroy morale or cause a panic – or both.

Could this news from Prowl be related to the disturbance in the bond? Could something have happened to Prime? Was he ill, or injured? He wasn't offlined, she could tell that much, but still, there were any number of things that could have happened to him that would cause the bond to fluctuate, few of them good…

"I sure hope it's a pickup," Streetstar muttered. "How come the mechs get to go to Earth and actually fight instead of hiding and scrounging for energy like us?"

"Optimus Prime gave us orders to stay here," Strongarm told the black-and-turquoise femme sternly. "He would not have given those orders without good reason."

"Of course you'd be all about orders," Moonracer put in. "But I'm with Streetstar – if we're going to Earth, I'm all for it. It's about time we had a little excitement."

"And we don't get enough excitement here?" asked Greenlight.

Under normal circumstances Elita might have marveled at the irony of this turn in conversation, given what happened next. But as the walls of the drained aquifer that served as the Autobot femmes' current base of operations shook and sprouted cracks, instinct and programming kicked in. She was on her feet with her gun drawn in one smooth motion, gesturing toward the doors. Cybertron didn't get the quakes that plagued Earth, so this tremor could only mean one thing – they had been compromised somehow.

How that had happened they would have to puzzle out later; for now they had to focus on escaping before Shockwave collapsed this place on top of them.

"Evacuate the base!" she ordered. "Rendezvous at the south docks!"

"I thought you said Shockwave would never find us here!" Firestar protested.

"Someone's found us, so move your skidplate already!" Chromia barked. "Unless you WANT to be squashed like a tin can!"

Moonracer rushed to the door, only to recoil as it burst into flames. Before Elita could call for Firestar to use her flame-retardant cannon, the scarlet flames snuffed out… but the damage had been done. Somehow, the fire had been hot enough to melt the alloy of the doors, sealing them shut. They were trapped.

A deep, elegant, yet sinister voice filled the chamber, echoing hollowly as if spoken through some kind of distortion chamber – _"Greetings, Lady Elita. It's a shame that we have to meet under such unfortunate circumstances, and I regret that you won't be able to enjoy my company for very long."_

"What-" she began. That wasn't Shockwave.

The holodisplay flared crimson, the map of the tunnels morphing into more scarlet flames. The femmes stared in horror as said flames shifted into the gleaming, transparent form of a gigantic snake, a hood flaring behind its head and eyes blazing like ruby stars. Said eyes fixed on Elita, cold and calculating as the optics of any Decepticon she had ever encountered.

" _Don't take this too personally, my lady,"_ the serpent went on, fanged maw curling in a cruel smile. _"Call it business, if you will."_

"Who are you?" she demanded, keeping her pistol aimed at the glowing apparition – though something told her the weapon wouldn't make a shred of difference.

" _The instigator of your doom,"_ it rumbled. _"Jafar, the most powerful genie in the universe. Take heart – or whatever you have in place of one – that you were at least defeated by the best."_

And the snake reared its head back, striking at the ceiling. The impact of its fangs against the metallic plating should have been nothing more than a few dents… but scarlet cracks ran through the metal at its blow, and soon chunks of paneling were raining down. The command center collapsed all around them, the sinister cackle of the genie drowning out the thunder of raining metal.

"Take cover!" was all Elita managed to get out before a thick slab of plating struck her down.


	15. Blood Bond

If Shockwave was at all surprised to see Soundwave's face instead of Megatron's over the warlord's personal communications channel, he hid it well. His voice remained calm and impersonal, and his stance was as formal as ever. Only the slightest flicker of his headfins betrayed any sign of emotion, shock and just a hint of indignation.

"I was about to contact Lord Megatron over this channel," the guardian of Cybertron noted. "For you to be appropriating his personal channel can only mean a coup is in progress… or that you are planning one yourself?" He tilted his head at an inquisitive angle. "I was not aware that our Lordship's closest confidant had it in him to stoop to Starscream's level."

Soundwave ignored the jab. "Megatron: otherwise occupied. Will take report in his stead."

Another flicker of fins. "There has been an explosion of undetermined origin in the Dead Sector, beneath the canals. Strange energy readings have prevented me from sending troops to investigate, but I felt it necessary to alert Lord Megatron. We will provide further information as it becomes available."

Soundwave nodded, making the connection instantly. "No further information required. Maleficent: ordered strike against Autobot femme base. Conclusion: strike successful."

"I see." Shockwave mulled over that a moment, his headfins angling back and forth as if he couldn't decide whether to be pleased or annoyed with this development. "Then once the energy readings stabilize, we shall send troops to ensure the job is done. Elita-1 and her troops are far more resilient than Megatron gives them credit for, and I will not take a magician's word that they're deactivated."

He used the word "magician" with a healthy dose of disdain, which pleased the communications officer. Perhaps he would have the ally he sought after all. Part of him had been concerned that Shockwave's loyalty toward Megatron would prevent him from siding with Soundwave on this matter… but perhaps his loyalty would still be of use.

"Maleficent: reason for contact," Soundwave went on. "Situation on _Nemesis:_ untenable."

"Untenable? What has she done?"

Soundwave explained the situation, his words few but well-chosen – the defeat of Optimus Prime, the strike against the femmes on Cybertron, the various spells cast upon whatever Decepticons happened to cross the fae… and the kiss he had walked in on a matter of cycles ago. Shockwave listened calmly up until that last, which caused his hand to tighten into a fist and slam down on the console before him.

"Has Lord Megatron taken leave of his senses?" Shockwave demanded. "Throwing away everything the Decepticons have fought and suffered to build for the sake of a dalliance with an organic?!"

"Maleficent: not entirely organic."

"That's not the point!" Shockwave began to pace onscreen. "We can argue for cycles over whether a faerie qualifies as truly organic, but all the Decepticons will see is their leader indulging in a tryst with a creature who is not only not Decepticon, but has the appearance of an organic! Do you have any idea what would happen should Starscream or Deszaras or any number of grasping, power-hungry mechs get wind of this information? The scandal would destroy the Decepticon empire!"

Behind his mask, Soundwave allowed himself a small but pleased grin. Shockwave was on his wavelength. He had an ally.

"Maleficent must be stopped," Soundwave told him. "Bringing Decepticons under her sway – Megatron, Laserbeak, Wildrider, possibly others. Situation: unsuitable."

"That is an understatement," Shockwave noted acidly. "You have witnessed Maleficent in battle. How difficult would it be to simply destroy her outright?"

"Maleficent's powers over metaphysical forces: not exaggerated. Has exhibited abilities to shapeshift, produce shields, alter molecular structures, produce fire and unidentifiable energies. Assassination attempts: inadvisable."

Shockwave's headfins quivered with barely suppressed rage, and Soundwave suppressed a snort of laughter. Somehow the news that Maleficent truly did have magical abilities had upset the logic-bound mech as much as, if not more than, the news of Megatron's illicit romance with her.

"Then we will have to attempt something more subtle," the violet mech said at last. "Gather as much information on the fae as you can, Soundwave. Maleficent must have a weakness we can exploit."

"Thundercracker identified several," Soundwave replied immediately. "Iron, silver, salt, consecrated ground, others. No proof of such weaknesses, however."

"Still… they bear further investigation. Keep in contact with me, Soundwave. If we're to stop Megatron from destroying all that we have worked so hard to build for the sake of an indulgent affair, then we must work quickly."

* * *

By now Megatron supposed nothing Maleficent did could surprise him – he didn't so much as flicker an optic as Laserbeak led him into the fae's quarters just in time to witness her holding audience with an organic bird.

"I'm tellin' ya, that stupid cat's out to eat me! Ya gotta do somethin'!"

"My bargain is with your master, Iago, not you," Maleficent replied smoothly, reclining in her throne. "I made no promises toward you. Not for protection or anything else."

"All I want is for you to keep Ravage off my tail feathers!" the parrot shrieked. "Jafar's not gonna be happy if he comes back and finds out you made me kitty chow!"

"Really, Iago, these are robots. They have no desire to eat you."

"Then how do ya explain why he keeps lickin' his chops and pouncin' on me every time he sees me?!"

Before Maleficent could reply, a fountain of crimson smoke and flame erupted in the center of the chamber, making Iago shriek and flutter to the side to avoid scorched feathers. Megatron watched, nonplussed but avidly curious, as the smoke coalesced into the form of a towering man in billowing robes and towering headdress, clutching a gold cobra-shaped scepter and looking down a sharp, hawk-like nose at the dark fae. His entrance was obviously meant to impress, but Maleficent merely looked bored with the theatrics.

"Well?" she inquired, arching an eyebrow.

"It is done," he replied with a savage grin. "The Autobot femmes' base is buried under thousands of tons of smashed metal. They will not interfere with your plans."

Maleficent chuckled. "Well done, Jafar. You've served me well. Return to the lamp for now. I shall call on you again when I have need of you."

Jafar scowled. "You dare order me around? I, the most powerful genie in the universe?"

She chuckled again and held up a queerly-shaped black vessel that gleamed in the ruby light Jafar exuded. "Remember, you've lost this argument before. Powerful you may be, but you are still my servant until I decide otherwise."

The genie snarled once, but composed himself with frightening speed. He turned to Megatron and gave him a cool smirk.

"I see you've made your own bargain with Maleficent. Be careful, Lord Megatron – bargains with the fae rarely work to your advantage." And with that, he dissolved into reddish smoke that poured back into the lamp, leaving Iago to grumble and shuffle where he stood.

"Says the guy who just made a deal with a faerie himself," the parrot huffed. "Why do I work for this guy again?"

Megatron ignored the bird and leveled a glare at Maleficent. "Is what he says true? Is the base destroyed?"

In answer Maleficent raised her scepter. The crystal globe seemed to expand to fill his vision, illuminating the room with an eerie yellow glow. Swirling motes of light coalesced into a solid image… an image of an entire stretch of Cybertron's canals lying in ruins, the bottom of the artificial river having collapsed into its own aquifer. Crimson smoke oozed from between slabs of broken metal, and if Megatron focused his vision enough, he imagined he could see a pastel-colored limb poking from the rubble…

The image winked out, and he rebooted his optics as Maleficent lowered her scepter, the glow fading. She held her chin high, her expression as confident as ever, but he caught the dimness of her eyes and the slackness of her muscles. Her spell had tired her, and though she strove not to show it, she was weak… perhaps not weak enough to be incapable to defend herself, but still not at the peak of her power. Had he been out to destroy her, this would be valuable knowledge.

But no… she had something valuable that he wanted. That, and he was loathe to destroy the one who so intrigued him, as no female of any species had ever done before.

"Does that satisfy you?" she asked. "Elita-1 is now out of the picture, and unable to break the spell on Optimus Prime. Just as you wanted."

That was true… and yet the satisfaction that knowledge granted him was tainted. It had been no work of his own spies that had uncovered the femme's base, nor a strike by his troops that brought it down. It was the work of Maleficent alone… or rather, Maleficent and her cronies. This should have been a Decepticon victory, but instead they were forced to share the credit with an organic creature, however powerful she might be.

He shoved that anger aside, ignoring the bitter taste it left in his mouth. No… Elita-1 was dead, and Optimus Prime on the road to irrevocable corruption. That was a victory, no matter what had brought it about. He would not let his pride sully their victory.

"It satisfies me greatly," he replied. "Those fool Autobots will find their femme base in shambles, and their one shot at saving their precious Prime gone." He allowed himself a gloating chuckle. "I only wish I could be there to see the stupid shock on their faces when they come upon the ruins."

"Perhaps that can be arranged," said Maleficent indulgently. "But later. For now… I sent Laserbeak to fetch you for a reason."

"I am not some turbohound for you to summon at will," Megatron retorted. "I came because Laserbeak reported that you intended to make good on your bargain to teach me the ways of magic."

She nodded once, slowly and regally. "As I said before, you do not have a natural gift with magic. However… we might be able to find a way around that particular handicap. But I will require something of you first."

A smug smile quirked one corner of his lip plates. "Name it." Whatever she requested, surely he could grant it. And surely it would be a small price to pay to finally learn her arts.

"I require you to hold still."

"Wha-" That was all he got out before she lifted her staff again, pointing it at him. He had just enough time to raise his arm cannon before his vision flooded with green light.

Megatron flailed blindly, roaring, as fire seared through his neural net, seeming to melt and twist his very chassis. It felt as if molten fingers had grabbed his limbs and torso, twisting and squeezing, warping him out of true. Malfunction readouts spewed across his blanked-out field of vision before they abruptly cut off, and a chorus of alarms sounded in his audials before they, too, snuffed out. It felt as if every system in his body was going haywire, then shutting down entirely, betraying him…

The fire snuffed out, and he staggered. He tried to call up a system readout, but couldn't. His body felt strangely soft, almost half-melted, and it refused to respond to his commands.

A long-nailed hand gripped his arm to steady him. "Easy, my Lord. It takes a little time to adjust after a polymorph."

He blinked his optic shutters, struggling to focus… and Maleficent's face swam into view. She looked him up and down, evidently pleased with her handiwork.

"Well, well… that turned out far better than I expected."

"Whaaaa…" The word came out a croak, and he scowled and tried again. "What did you do to me?"

"What was necessary. Don't look quite so put out, though. You actually make a fine specimen of a man."

 _Man…_ That word froze in his mind, dominating his thoughts. She didn't… she couldn't… she wouldn't dare… it wasn't possible…

He looked down at himself, hoping he would not see what he suspected he would see. His worst fear was confirmed with that simple glance – his body was no longer one of metal, but of flesh and bone.

A human scream was far weaker and more pathetic than a Cybertronian one, powered only by a pitiful set of lungs rather than a vocalizer… but the shriek of horrified rage that filtered down the corridor was still enough to make any passing mech jump and shudder in place.

* * *

"Oh, come now, Lord Megatron, it could have been much worse." Maleficent lounged in an elegantly carved chair, watching with amusement as the man who had once been Cybertronian stormed about her quarters. "I could have turned you into another creature capable of wielding magic but that wore a much less flattering body. A baboon, perhaps, or a gargoyle."

"Shut up!" Megatron bellowed, grabbing Jafar's lamp and throwing it at her. The projectile went wide, slamming into the wall and clattering to the floor with a discordant clang and a burst of Arabic cursing from inside.

"Really, enough with this tantrum," she ordered. "You agreed to a change in order to learn magic."

"If I had known THIS was the change you had in mind, I would never have agreed to it!" Megatron held out his hands. "You lied to me!"

"I said nothing that was not utterly true," she reminded him. "I merely omitted certain facts. Now calm yourself. You're making a mockery of your title like this."

He glared at her, lip curled in a snarl, eyes burning with rage. Even in this state, she admitted that he made quite an attractive human. Tall by human standards, he still had the broad shoulders, strong jaw, and striking eyebrows of his former self, though his helmet now took on the form of long silver hair that was cut squarely at the neckline. He was muscular without being unnecessarily bulky, and if she had to assign him a mortal age she would place him in his late forties, though he was extraordinarily fit for that age. And while he wore no scars – Cybertronians as a rule didn't bear scars, able to repair most injuries without leaving traces of such marks – there was a set to his features and a hard fire to his blood-red eyes that befit a warrior.

"Stop staring at me like I'm some sort of freak," Megatron snarled.

"Not staring at all, my Lord," she replied. "Merely admiring the view."

He clenched his fists and began pacing again, leaving her to chuckle amusedly. She supposed she could have given herself an even better view, but had taken pity on him and ensured he was clothed after his transformation – a silver-gray shirt and trousers that looked almost military in cut, with a matching silver duster and black gloves, belt, and boots. No sense making her student more uncomfortable than he needed to be.

"This is necessary," she assured him. "Cybertronians must be created with the ability to use magic; it is not something they can be granted later in life. Humans, however, can be given the gift. If you truly wish to learn magic, this is the only way."

"Then I terminate the deal," he retorted. "I cannot lead my Decepticons like this!" He gestured down to his chest, where the angular symbol of his allegiance was stamped in violet on the gray cloth. "They would never take orders from a human!"

"If you would let me finish my explanation, perhaps you would not be so eager to end our agreement." She twisted her staff in her fingers. "You must be human to be bound to the gift, and human to learn how to master it… but you need not remain human in order to wield what you have learned."

The rage in his eyes dimmed, if only slightly. "You're certain?"

"I'm not about to insult you by lying to your face. This change is temporary, but necessary if you wish to learn magic. Though if you find even that distasteful, I shall change you back and our alliance will come to an end. It's your decision."

Megatron ceased his pacing, his expression thoughtful. Maleficent waited patiently for his answer, though she suspected she knew it already. He was too fascinated by her arts, too hungry for power in all its forms… there was no way he would turn this down.

"Very well… I accept."

"Excellent." She rose from her chair. "Remove your glove. This will require the letting of blood."

Megatron scowled. "Blood?"

"The substance that gives mortals their life-"

"I know what blood is! I'm not a fool. But I'm not about to let you bleed me dry so you can take advantage of my weakness."

"Really, Megatron, after all I've done for you, don't you trust me?"

He glowered, and she smirked in response. Good… he wasn't a total fool. Despite everything that had transpired between the two of them, he wasn't letting his guard down like a lovestruck idiot. He impressed her more and more, this one.

"It will not be enough blood to kill you, or even weaken you," she assured him. "Simply enough for our purposes."

"I grow tired of your half-explanations, Maleficent. Whatever ritual you must enact to grant me power, explain it to me, or our alliance ends here and now."

She nodded, further satisfied. Not much of a fool at all. Impulsive and short-tempered, perhaps, but smart enough to not let himself be drawn into a trap. At least, not an obvious one…

"If a fae takes on a mortal student – and as long-lived as your people are, they are still mortal – she must establish a blood bond with him in order to grant him power. The process is simple, if a bit revolting – we cut ourselves and allow our blood to mingle. The bond will grant you a measure of my power… and will allow me to instruct you in how to manipulate the flow of magic."

Megatron clenched his jaw as he processed this, revulsion warring with his desire to harness this power. Maleficent waited patiently, though she couldn't help a smug smile. She hadn't told him the entire story – that in blood-bonding with a fae, he would be irrevocably bound to her, her servant for all time. But time enough for him to discover that on her own… and with any luck, he wouldn't find out until it was too late.

"If that is what it takes," he said at last. "Very well… I accept." He peeled off the left-hand glove and tossed it aside, then extended his bare hand.

"This won't take long," she assured him, drawing a dagger from within her robes. Said dagger was kept in an insulated pocket, shielded from touching her skin by many layers of cloth and canvas… for while its hilt was carved from the ivory fang of a dragon, its blade was of silver. And while silver would not burn her as iron could, it was one of the few non-enchanted materials that could draw blood from her flesh.

Normally she avoided silver as surely as iron, but given that certain rituals required blood, keeping a silver weapon around was necessary. Besides, one never knew when an opportunity would arise to eliminate a rival fae. More than one faerie had stupidly turned their back on her, only to find a silver blade in it.

She took Megatron's hand in hers and turned it palm up. He was pleasantly warm to the touch, but she ignored the sensation for now. This was about business, not pleasure…

Megatron didn't flinch as the blade drew across the meaty part of the palm, just at the base of his thumb, but his fingers twitched in response. She released his hand and took the blade to her right palm, cutting it in the same place. The wound filled not with the scarlet blood of humankind, but a shimmering gold ichor that caught the light and threw it back in such a brilliant display that it seemed to glow. Only creatures of true magic had such blood… and if the sudden widening of Megatron's eyes was any indication, it dazzled him as much as it did ordinary mortals.

She wiped the dagger clean on the sleeve of her robe, then tucked it back into its pocket. Then she clasped his left hand in her right, pressing their wounds together.

A brilliant green-gold light poured out from between their clasped fingers, filling the room. Megatron stared in wonder, his grip tightening on her hand, and an exultant laugh burst from his mouth as her power poured into him in a rush, like an erupting geyser. Maleficent, in turn, allowed a smile of triumph to grace her features as she felt her power bind to him, sealing the bond for good. He was hers. There was no going back now.

The light faded, and she didn't need to release his hand to know that their wounds had healed without a trace. The blood-bond of the fae needed no scars or arcane symbols to manifest itself – any with any inkling of magic would know that Megatron was her apprentice, her servant, without any such signs. And only the most idiotic of them would dare try to sever such a bond… and feel her wrath in return.

"Amazing," Megatron breathed, an exultant smile on his features. "I feel it… like an energy field, but wilder, more uncontrolled…"

"You will learn to control it," she assured him. "It will take discipline, and time, but you will learn. Report to my chambers every day, and I will teach you to wield the power of the fae." Her smile softened. "Though I do hope this won't mean the end of our sparring lessons. I was coming to enjoy those."

Megatron laughed. "Not at all. You could use all the help you can get in that department."

"Such cheek," she snapped, but was unable to summon the venom to back it up. "As your instructor, I shouldn't allow you to get away with such outrageous insults."

"Ah, but what about when I'm the instructor?" he replied. "Can I get away with it then?" He squeezed her hand, and she realized that though she'd relaxed her grip long ago, he seemed loathe to give her hand up. His grip wasn't so tight that she couldn't pull away, but she didn't, not yet.

"I think that this will be a most interesting partnership," she murmured, stepping closer to him. He really was very attractive in this form… and it had been so long since she had taken on an actual lover. She had no idea if Cybertronians were capable of acts of passion, but as a human…

"Will you two just shut up and kiss already?!" Iago shrieked. "Geez, who'da thought we'd get out of Agrabah just to watch an evil fairy and a giant robot get lovey-dovey? It's enough to make a bird gag, I tell ya-"

Maleficent didn't even spare the parrot a look – she simply fired a blast of arcane energy in his direction, turning him to stone on the spot.

"You seem to like that particular trick," Megatron chuckled.

"I can show you a few more tricks I've picked up over the years," she responded, lowering her voice to a seductive purr. "If you will let me." She rested a hand on his chest.

"Ah… you ARE a wicked fae, aren't you?" And Megatron pulled her close for a kiss.

**Notes for the Chapter:**

> Aaaaaaaaaaaaaand this is the closest thing to an actual sex scene you're going to get in this fic. If you came here expecting giant-mecha-on-faerie nookie, you're going to be disappointed.


	16. Darkness Gathers

The _Silver_ swooped low over the darkened cityscape, weaving a path between blast-pocked skyscrapers and crumbling towers. In most sectors of Cybertron, the ship would have been shot down within moments of entering the atmosphere – Shockwave had long ago claimed the planet for the Decepticons, and would not tolerate any foreign craft entering Cybertronian space. But even he had given up the Dead Sector as a lost cause long ago, and so only the retrorats and a handful of scavengers were present to watch the _Silver_ glide through the maze of buildings.

Jim and Skyfire's passengers watched the landscape roll past from their perch on the ship's deck, the humans with undisguised awe, the Autobots with expressions of dismay.

"I knew you Cybers built on a grand scale," Jim noted with a huge grin, "but I never expected this!"

"I know, right?" Spike laughed. "Every time I come here, it just blows me away."

"You shoulda seen it in its heyday," Jazz replied quietly, a wistful smile on his own features. "Before the war. Was even more of a sight then." He shook his head. "Frag… an' this was our home."

"Knew it had gotten bad," Ironhide added, "but didn't know it was THIS bad."

Carly reached up to pat at Ironhide's leg. "This war can't last forever, Ironhide. Pretty soon I'm sure you'll be able to come back and rebuild. And we'll help you make Cybertron great again."

Ironhide managed a bit of a smile. "Aw… that's sweet of ya, Carly. But we still got a lotta work ahead of us 'fore then." He pointed ahead. "Th' canal's 'bout ten kilometers further. Let's find th' femme base."

"Not to mention a medic or repair tech who hasn't closed up shop and fled the planet," Sideswipe added. "Finding Elita's not going to do Prime a lick of good if our ride home's still shot."

"I can hear you, you know," Skyfire huffed. The shuttle-former trailed just behind the _Silver,_ affixed to its stern with heavy cables.

Jim barked out an order to the burly, reptilian alien serving as steersman, and the creature nodded and cranked the ship's wheel to the side. The _Silver_ canted starboard as it navigated a tight turn between two apartment buildings, though some trick of the ship's artificial gravity kept everyone from falling over.

"If we're unable to find someone who can repair your friend, the _Silver_ can always take you home," Jim volunteered. "It's a fair bit out of our way, though."

"We wouldn't want to inconvenience you," Sparkplug protested. "Or get you in trouble with your superiors."

At that, Jim just smiled. "I _live_ to cause trouble with my superiors. The offer still stands."

Stitch had been quiet up to that point, but as the ship straightened its course his ears perked up. He raised his head and sniffed at the air, his antennae quivering in concentration. Then his ears flattened, his eyes narrowed to slits, and his lips curled back in a snarl. A growl rumbled in his chest and throat as he stared fixedly ahead, every muscle in his body steely with tension.

"Stitch, calm down," Spike ordered. "There's nothing here. That's why they call it a Dead Zone."

Stitch kept right on growling.

"What's gotten into you?" Spike demanded.

"Don't just dismiss him out of hand," Sparkplug told him. "He might be picking something up we can't sense." He knelt next to the koala-like alien and rested a hand on his back. "What's up, Stitch?"

Stitch twitched under his touch, and his ears flicked up briefly before flattening again. "Smoke. Smell smoke… and magic."

"Magic has a smell?" Sideswipe asked. "What's it smell like?"

"Can it, Sides, this isn't the time for it," Sunstreaker snapped.

Stitch ignored the two of them. "Nasty ahead. Big blow-up. Not good."

"Big blow-up?" Ironhide repeated. "What… oh frag."

The _Silver_ rose over a ridge of mountain-sized buildings, granting its passengers a clear view of the canal that snaked through the Dead Sector, now only a dry chasm. An entire kilometer-wide stretch of said canal now lay in ruins, the "river" bed shattered and collapsed into its underlying aquifer, red-tinted smoke billowing from the fissure. A single drone circled the wreckage like a vulture, doubtless securing footage for Shockwave and Megatron's benefit and enjoyment, but upon spotting the _Silver_ it darted away.

"Oh no!" Spike ran to the railing, leaning over as if hoping to get a closer look.

"Primus," groaned Bumblebee. "Megatron beat us here!"

"Maybe not Megs," Jazz put in, "but someone allied with 'im or Mal. Stitch said he smelled magic – could be some doin' of Mal's."

Jim turned to the steersman. "Drake, circle the area. Keep cannons primed and online just in case. Let's make sure it's safe before we touch down."

"Aye, Captain," he hissed, hauling at the wheel.

"Autobots, keep an optic out!" Jazz ordered. "See if you can spot any survivors! Skyfire, get yer scanners tuned!"

"Already on it," the scientist replied. "And nothing so far. Though the smoke and energy readings could be interfering with my instruments."

"Scan harder!" Jazz barked.

"How in the name of Cybertron is one supposed to 'scan harder?'" Skyfire demanded.

Before Jazz could respond, Grimlock gave a bellow. "Saw something!"

"Where?" Ironhide demanded. "An' what?"

Grimlock pointed down at the rubble. "Something pink! Could be Elita!"

"Get us down there!" Jim ordered.

"Captain, we don't know if it's safe yet," Drake protested.

"Just land this crate!" Jim insisted. "There are lives at stake!"

"Cyber lives," Drake muttered, but he guided the _Silver_ down anyhow. The ship settled in the dry riverbed, as close to the smoking ruin as the steersman dared, and the Autobots had already vaulted over the side and were running for the wreckage before they could even drop anchor.

Grimlock waded right into the thick of the mess, shoving aside broken and half-melted slabs of metal as if they were cardboard. Stitch scurried after him, and at Grimlock's signal he began to dig through the rubble, easily tossing away pieces of wreckage several times his size. By the time the rest of the Autobots caught up with them, Jazz carrying the humans in his hands, they had already uncovered the battered chassis of a blue-and-white femme, her sleek body covered in scratches and dents and char marks.

"Is she…" began Carly, but couldn't finish.

Ironhide knelt and rested a hand on her chest. "She's alive. I'm gettin' spark readin's."

"If one of them survived, there's gotta be more!" Sideswipe exclaimed. "Grimlock, keep digging!"

"Sides, Sunny, 'Bee, help 'im!" Jazz ordered as he set the humans down. "'Hide, help me carry her outta the way. Skyfire, if you can transform, get over here with a medpack!"

Skyfire shifted to robot mode, the cables connecting him to the _Silver_ snapping like twine, and hurried over to the femme's side. By now she was starting to come online, sky-blue optics flickering to life.

"Ironhide… Jazz?" She stared up at the Autobots in confusion. "What are you…" Her optics flared brightly, and she gasped and sat bolt upright. "Elita! Chromia! The others!"

"Stay calm, ma'am," Skyfire ordered, pressing a hand to her chest and easing her back down. "Let me check you for damages."

"I'm fine, we have to get the others!" she insisted. "If that snake didn't get them first!"

"Slow down, lil' miss," Jazz urged.

"It's Strongarm, sir," she corrected. "Please, sir, permission to go back and find the others!"

"We've got mechs diggin' 'em out as we speak," Jazz assured her. "You got permission to lay there an' let Skyfire fix ya. That's it."

She huffed in dismay. "I'm not just going to lay here while my comrades suffer! I have to help them!"

"You can help us best by telling us what happened," Sparkplug told her. "You said something about a snake."

She turned to stare at him, optic ridges slanting down in confusion. "What are humans doing here? I thought they were too fragile to travel through space."

"We're tougher than you Cybers give us credit for," Jim told her.

She didn't look convinced, but continued anyhow. "Moonracer had just come back from patrol and delivered a message from Prowl, saying to expect a transport soon. We were speculating as to whether said transport meant reinforcements or us being recalled from the planet when the snake showed up. Not an organic one, and not one of those annoying fiber-optic creatures either. It was… strange. Like it was made of red light."

Ironhide and Jazz exchanged a look at that, and Jazz mouthed the word "magic." Then they returned their attention to Strongarm.

"It spoke to Elita, saying that it was nothing personal, but it was sent to Cybertron to defeat her. Then it somehow melted the doors shut and caved the base in."

"Primus," Ironhide growled. "Maleficent sent an assassin."

"Jafar," Stitch snarled. "Red magic snake? Jafar, powerful genie. Bad news."

"Who in the Pit are Maleficent and Jafar?" Strongarm demanded. "Some strange new Decepticon generals?"

"Close," Jazz replied, "but it's a long story."

"Guys, we found more of them!" Sideswipe called out, reaching down into the rubble to pull out another femme, one battered and wobbly on her feet but still online and conscious.

"Strongarm!" she cried out, rushing to the blue femme's side. "Are you all right?"

"I'm fine, Moonracer," she insisted. "Now if I can just convince these mechs of it…"

"You always were a stubborn one," a stocky black-and-turquoise carformer teased as she crawled out from under the pillar Grimlock had lifted. "Ugh… can someone help me up? I can't seem to move my right leg."

Skyfire patted Strongarm's shoulder. "You're fixed… just take it easy until your energy levels return to normal, all right? Grimlock, bring her over here and I'll see what I can do about her leg."

One by one more femmes were extracted from the ruins – Firestar, Greenlight, Chromia, Nautica, Windblade, and others. All bore at least some damages, but by some miracle most had gotten away with minor injuries. A few were in critical condition, however, and the most Skyfire could do for them was stabilize them as best he could and hope they could make it back to the Ark for more thorough repairs before they shut down.

"I'm just shocked no one was killed," said Spike. "I know you guys can take a lot of damage and survive, but still…"

"Rules of the genie," Stitch informed him, looking awfully smug as he spoke. "Can't kill. Can't make anyone fall in love. Can't raise the dead." He grimaced as Skyfire yanked a twisted chunk of shrapnel out of Nautica's chest. "Be surprised what you can live through, though."

"You seem to know an awful lot about genies and magic for being an alien," Spike pointed out.

Stitch sniffed. "Not stupid. When Merlin talks, you listen. Learn some important stuff about magic."

"Jazz! Ironhide!"

The Porsche and Nissan looked up to see Sunstreaker pull something out of the wreckage – a pink chassis with an elegantly horned and frilled helm, optics dim, plating riddled with tears and energon pouring from her wounds.

"Fragitall to the PIT!" Skyfire cursed, and he waved Sunstreaker over. "Get her here now! We have to stop the leaking at all costs! Streetstar, your leg's going to have to wait."

"I can take over Streetstar's repairs," Greenlight volunteered. "I have a bit of medical training. I can't do delicate surgery, but I can at least do a patch job."

Skyfire gave her a grateful smile before bending over Elita-1's chassis. No one spoke as he opened her plating and set to work, clamping severed fuel lines and capping torn wires. Moonracer clutched Chromia's hand, squeezing tightly, and Bumblebee hopped from foot to foot in nervous terror. Even Stitch was silent, his enormous black eyes fixed on the pink femme and taking in Skyfire's every movement.

"She's lost a lot of energon and other fluids," Skyfire muttered as he finally closed her chassis up. "Her internals are heavily damaged as well. She's stable enough to make it back to Earth, at least… from there, we just hope Ratchet can fix her."

"Dammit," Spike snapped. "Maleficent did this on purpose! She knows we're trying to break her curse!"

"I'd have been more surprised if she didn't find some way to interfere, honestly," Sparkplug put in. "Still… Skyfire, do you think she'll be in any shape to help us anytime soon?"

"Hard to say." He stared down at one hand, still covered in energon and oil. "Repairs take time, especially heavy repairs. Ratchet can probably bring have her completely repaired within a day, but she could still be out of action for weeks. Still… if all it takes to break the curse is a kiss, then perhaps that day will be enough."

"It'll have to be," Jazz pointed out. "We're cuttin' it pretty close as it is. Greenlight, can ya fix an engine?"

"Not very well, but I can jury-rig it," she replied.

"That'll work. Get th' injured ready for transport. We're outta here as soon as Sky's fixed!"

* * *

Prowl prided himself in holding a tight rein on his emotions, but there were times he wished his pride and reputation would allow him to vent and rage. Perhaps fits of temper suited Ratchet more than Prime's second-in-command, but at the moment some means of physically releasing his stress sounded tempting, even pleasant.

He forced back a number of explicit oaths and replied to Jazz's report as calmly as he could manage. "How badly is Elita-1 damaged?"

"Skyfire's got 'er stable," he reported. "She's alive, but in stasis. We'll truck 'er back to Earth soon as Skyfire's engine's repaired."

 _Provided nothing happens in the meantime,_ Prowl thought, but he kept his thoughts silent. "Keep Elita-1 stable as best you can. If anything happens to her…" He trusted he wouldn't have to finish that sentence.

"How's Op doin', by the way?"

"Stable. As well as can be expected." That wasn't entirely true, but no use distracting Jazz and Ironhide with needless worry. "Merlin and Pabby are calling in a few more experts to see if we can't buy Optimus more time, in the event something delays your return."

"We'll get there in time, Prowl," Jazz assured him. "You'll see. Everythin's gonna be all right." He didn't sound so sure of that himself, but evidently just saying it out loud helped him feel better.

"Send a message as soon as you're within the solar system," Prowl ordered. "We'll have the medbay ready for the injured. Prowl out."

Jazz's face vanished from Teletraan's screen, and Prowl blew out a soft sigh. The troll's projected week before Prime's corruption became irrevocable ended in four days. And while logic dicated that Jazz and his team would be back before then, he still couldn't help but worry. Things had a knack for going down the tubes just when you thought everything was going well for once.

His radio pinged, and he suppressed another sigh before answering. _Prowl speaking._

 _Get your aft down here,_ Ratchet huffed. _Prime's getting worse. Merlin's calling a conference to determine if they can slow things down. Primus fraggit, as if I needed more magicians underfoot…_

Worse… Prowl's spark contracted into an icy knot in its chamber. Pabby had told them his own magic should be able to keep Maleficent's curse at bay for a short time. Had he underestimated his own abilities? Or had Maleficent accelerated the spell somehow? If she knew they had already found the loophole in her magic and sent off for Elita, that would make sense – she would want to ensure the damage was done before Elita got there.

Folding himself into his vehicle mode, Prowl tore through the hallways of the Ark, sirens blaring to warn mechs out of his way. He veered into the repair bay and drove straight to the berth containing the incapacitated Prime, only transforming when he'd reached Optimus' side.

"Ratchet, status report," he ordered. Then his gaze fell on Prime, and he recoiled before he could stop himself.

Prime's armor had darkened, the vibrant red dimming to violet, the blue closer to black, the silver and chrome a dull pewter. It was as if his paint and alloys were shifting along with his spark, the spell corrupting his chassis as it was corrupting the rest of him. Flickers of green and blue still glittered in his chest as the Matrix warred with Maleficent's curse… but those flashes of blue were growing farther apart, the green slowly smothering the power of the Primes with its own virulent energy.

"It's worse," Ratchet replied, his voice heavy with exhaustion and despair. "I've asked Merlin and his cronies if we should open him up and remove the Matrix so Maleficent's spell doesn't taint it. They say not yet, that it's still doing some good, but fraggit, it sure doesn't look that way."

Prowl's gaze moved to the blue-robed wizard, who was deep in discussion with a cluster of peculiar beings he could only assume were fellow magic-wielders. What was the old man playing at? He still wasn't certain he trusted him, sure that Merlin had his own agenda for allying himself with the Autobots. And now that Merlin was suggesting a course of action that could lead to the corruption of the Matrix itself… did they dare take his advice?

His processor dictated that saving the Matrix at all costs took precedence… but his spark protested that if the Matrix was helping Prime in any way, no matter how small, they had to risk it. It was completely illogical, really – being so willing to risk the safety of their kind's most invaluable artifact for the sake of a friend.

 _Since when was life purely logical, I suppose._ Even he, the master tactician who preferred the universe operated on logic alone, could recognize that.

"Leave it for now," he advised. "We'll remove it only if it becomes clear that Jazz and his team won't make it in time."

Ratchet scowled, but nodded slowly. "In the meantime, can you tell Merlin and company to pick another room to argue in? The last thing I need is to accidentally step on a magic-user."

"I'll see what I can do," Prowl replied, and turned to address the gathering.

Nine pairs of eyes turned to regard him as he approached, none looking particularly surprised to see him. He recognized Merlin, Pabbie, Fauna, Flora, and Merryweather, the magician and troll looking calm and unruffled while the three faeries looked as if they itched to pull their wands and turn Merlin into some unsavory creature. A grandmotherly woman in a light blue shawl stood between Merlin and the three fae as if she were a long-suffering mother trying to separate unruly siblings. A fourth faerie, blonde and lovely and dressed in regal blue, towered over the others, though her expression was benevolent rather than haughty as one might expect. On one side of the blue fae hunched a wiry-limbed primate of some kind – a baboon or a mandrill, perhaps – with a mane of white hair and carrying a staff topped with rattling gourds; on her other side a dark-skinned crone in white, with a white turban and dark glasses, cradled a coiled snake in one arm and stroked its head as if it were a kitten.

"Ah, you're here, Prowl," said Merlin, mustache curving up in a grin. "Very good. We were just about to summon you. May I introduce our newest compatriots – the Fairy Godmother, the Blue Fairy, Rafiki, and Mama Odie."

"Charmed," the Fairy Godmother said with a twinkling smile, curtsying.

"I thought we'd asked you to request our permission before inviting more magic-users into the base," Prowl informed him, ignoring the curtsy.

"Oh, you know the old adage about it being better to beg forgiveness than ask permission," Merlin replied with a flap of his hand. "Besides, I knew you wouldn't overly object if they were here to help – ow! Confound it, blasted woman!"

"You rascal!" the Fairy Godmother snapped, going from amiable grandmother to stern taskmaster in an instant. "Up to your old nonsense again, barging into people's affairs without so much as a please-and-thank-you!"

"They would have said yes anyhow, I was just cutting out the unnecessary pleasantries," Merlin grumbled as he righted his cap, knocked askew by the wallop. "Besides, Maleficent's on the loose – you think that leaves time for manners?"

"Maybe ol' Mal wouldn't be a problem if'n you'd just got off your duff an' stopped her when you had a chance way back when!" Mama Odie retorted.

"Leave him alone, both of you," the Blue Faerie advised calmly. "We all assumed Maleficent was sealed away for good. We all should have been better prepared."

"Blasted fool's got no excuse," Mama Odie insisted. "He can see the future! Shoulda known she'd be up to no good!"

"Enough!" Rafiki bellowed. "It is in the past! No changing it! All we can do now is learn from it and move forward. Starting with setting all this right." He waved his staff about in an all-encompassing gesture.

"Ratchet says that Prime's getting worse," Prowl told them. "Is there any possible way you can help him?"

Pabbie shook his head. "I've done what I can to slow the corruption. But my powers are at their limit."

"Maleficent wove her spell well," the Blue Faerie added. "She safeguarded it against outside interference. The most any of us can do is add our own magic to the troll's power and buy him a few more hours."

Disappointment panged his internals, but Prowl kept his voice even. "Every moment you can buy us helps. We have a team bringing Elita-1, Prime's bondmate, here from Cybertron. If Pabbie's theory is correct, she's the key to breaking the curse."

Mama Odie snorted. "True Love's Kiss, is it? Most cliché way to break a spell I ever heard of."

"At the moment, better a cliché means than a maddeningly obscure one," Fauna reminded her. "For now, we'll all pool our magics and see if we can protect Prime for a little longer. It's the best we can do."

"Can't one of you just wave your wand and say a magic word and make him better?" growled Ratchet. "If magic's so all-powerful, why can't it do this? There's fragging nine of you against one faerie!"

"Magic doesn't work that way!" the Fairy Godmother informed him. "It's not an all-powerful fix-it-all get-out-of-jail-free tool! It has rules! And not rules that change every five minutes like the Force or anything of that nature – hard and set ones! All spells have their limits and abilities, even ours!"

"And remember, Maleficent is one of the most powerful of her kind," Pabbie added. "She's had millennia to build her power. A spell of hers is, by its very nature, going to be much stronger than one cast by a younger or less-able magician."

Prowl suppressed the urge to sigh. "It seems to me that magic is a lot more problematic than it's worth."

Rafiki cackled. "And we say the same about your technology, you know!"

Before Prowl or Ratchet could respond, alarms sounded throughout the base. Prowl wanted to scream. Of all times for Megatron to launch an attack! They couldn't afford this now, not with Prime incapacitated and the Ark demoralized. Which, of course, was precisely the reason he'd choose to strike now, while they were still reeling from Maleficent's curse.

"Ratchet, secure the medbay," he ordered. "Prepare for incoming wounded." Over the radio he continued to fire off commands. _Silverbolt, Hot Spot, get your teams prepped for battle. Slag, have the Dinobots ready to move out at my command. Blaster, Red Alert, what's the situation?_

 _It ain't Decepticons,_ Blaster reported. _Frag me if I can tell what it is, though…_

 _It's not organic either!_ Red Alert cut in. _It's… like an army of shadows. But that's impossible!_

"Shadows?" Prowl didn't mean to speak the word aloud, but it seemed to resonate with the gathered fae and magicians anyhow. Rafiki screeched, Mama Odie cut loose with words Prowl had never heard a lady speak, and all the faeries save the Blue Faerie began shrieking and twittering with horror.

"Are you certain?" asked the Blue Faerie, her voice calm but her face paling. "Shadows?"

"Red Alert's not given to lying," Prowl replied. "Some exaggeration maybe, but not lying."

"If shadow creatures are attacking the Ark, that can only mean one thing," Merlin noted darkly. "Maleficent has called out the big guns… she's sent the Heartless against the Ark."


	17. A Plot of Iron

It had been a very long time since Maleficent had taken on a student, and even longer since she'd had one as eager to learn as Megatron. His hunger wasn't limited to simple lust for power – he desired knowledge, and he absorbed it like a sponge. Whether that was because knowledge could be used to acquire power further down the road, or simply because, for all his ruthlessness, he was still something of a scholar at spark, who could say?

That didn't change the fact that, for all his willingness to learn, he stank at actually using magic.

"Slag it all to the Pit," he snarled, lowering his hands. His attempts to summon flame had gone completely overboard, setting the entire chamber set aside for their lessons on fire. The walls were covered in a writhing tapestry of violet flame despite being made of solid metal, and the reek of ozone and sulfur filled the room, an overpowering stench that threatened to choke him.

Maleficent sighed and flicked the air with one hand, and the flames snuffed out, leaving the chamber walls warped and buckled like funhouse mirrors. "We will try again. You are not concentrating, Megatron. You are using brute force where a little finesse is all that is needed."

"It got the job done," he retorted.

"Yes, and every occasion where you are required to use this spell will entail setting everything in your field of vision ablaze," she noted dryly. "You must learn control."

He glowered, and she had to admit he looked especially handsome when his eyes flashed like that. "Do not mock me, Maleficent."

"As your instructor, I have the right to mock you as much as I wish," she replied with a smile. "Try again. Just a small flame – don't waste my power with unnecessary conflagrations."

He grumbled some choice words under his breath and raised his hands again, fingers crooked slightly like claws. The gesture was little more than a focusing exercise – the type of magic Maleficent worked didn't rely on silly incantations or the flapping about of one's hands. It was a matter of will and concentration, of exerting your control over raw magic and forcing it to do your bidding. It was a dangerous practice, and even many fae didn't dare utilize it that way, instead channeling power through a wand for better control.

Her lips curved in a self-satisfied grin. Let them use the weaker, safer way then. Her way might entail risk, but with risk came a far greater payoff. And yes, she might use her staff for some of the more complex spells, but it wasn't as if she needed it – should some enterprising hero attempt to defeat her by destroying it, she was by no means crippled. Losing it would be an inconvenience, nothing more.

Flame curled to life in the center of the room again – not the green flame Maleficent often summoned, but a flicker of violet. It bloomed into a fiery blossom taller than her, then shuddered and shrank to knee-height as Megatron reined it in. Sweat stood out on his brow, and his jaw clamped tighter as he focused all his attention on that single flame. Good, good…

The flame held, a small amethyst bonfire in the center of the room, then snuffed out at a gesture from one slim hand.

"Better," she noted. "That will be all for today."

Megatron gasped, slumping as the energy drain took its toll. "We've barely started," he protested.

"We have been at this for over two hours. That is quite long enough, especially at the rate you've been burning through your energy stores." She regarded him a long moment, then shook her head. "You will never be a master mage… you haven't the necessary discipline and control. No amount of practice will change that."

He managed to scrape together enough energy to offer an angry glare. "Then why waste your time on me in the first place?"

"Because mastery of even a few basic spells will make you far more powerful than the rest of your kind," she replied. "And you and I are blood-bonded now; I'm hardly about to let you have free reign of my power without some discipline."

He gave a begrudging nod at that. "If the lesson is over, then change me back. I refuse to spend another astrosecond in this form!"

"Oh come now, it's not a bad form at all," she noted, looking him up and down admiringly. "It rather suits you." This wasn't mere flattery – even exhausted and bedraggled as he looked, he was strikingly attractive. Not the effeminate and delicate beauty that humans seemed to prize, but a rugged and powerful look that fit a warrior-king…

Megatron smirked. "You're staring."

She snorted and touched her staff, turning her back on Megatron as he folded over, gurgling in sudden pain. "You certainly spent your share of time looking when I was Cybertronian. You've no right to begrudge me the same."

Megatron straightened again, no longer human but towering over the dark fae in his original mechanical form, his scarlet optics narrowed at her. "Must the transition always be so painful?"

"You get used to it," she replied, and with a wave of her hand she adjusted her size to better match his. "Come… let's get you re-energized. Your final battle with the Autobots approaches, and I'm sure you want to be in your best shape to witness your enemy's defeat."

"Simply because Optimus Prime is defeated doesn't mean the Autobots will go down so easily," he replied. "They may be demoralized, but it will still be no easy battle."

She chuckled. "You think I've just been sitting idly by all this time? That sending Jafar after Elita-1 was my only contribution? No… the Autobots will be in little shape to resist when you attack."

He arched an optic ridge at her. "Explain."

"I've sent a little distraction to the Ark," she replied. "Something to keep them occupied until the spell on Optimus Prime has taken full effect. By the time you get there, his transformation shall be complete… and between the siege on their base, your attack, and Prime himself destroying them from within, it should be simplicity itself to wipe them out entirely. Or, if you would rather, enslave them to your whims. Whichever suits you."

Megatron gave a dark chuckle at that. "Excellent… most excellent. This has been a most productive alliance."

"On both our parts," she added, echoing his chuckle. "It has seen the destruction of your most hated foe, and the perfect revenge against my own foes. I look forward to seeing where our continued partnership takes us."

"As do I, my lady." Megatron took her hand in his, her slim fingers looking deceptively delicate in his thick, metallic digits. "I require a refuel, and I'm sure your own energy stores could use replenishing. Shall we retire to the common room?"

"Lead the way, my Lord."

She fell into step beside the Decepticon leader, the two of them walking hand in hand out of the chamber and down the corridor, never minding the strange looks offered by the other mechanisms on the Nemesis. Fate moved in strange ways indeed… and she had never imagined that she would emerge from her prison within the Sword of Truth to make an alliance with a man of steel, let alone take him on as an apprentice and potential lover. But she found the situation wasn't altogether displeasing. Indeed, this had proven to be the most interesting thing to happen to her in millennia.

Even a fae as powerful as Maleficent could be dangerously distracted, and had she thought to pay attention to her surroundings, she might have noticed slitted optics watching her from a shadowed doorway as she and Megatron made their way to the common room.

* * *

Ravage padded into the control room where Soundwave was watching the consoles, and without further preamble he climbed up his creator's leg. His engine rumbled in a soft, low growl, almost like an organic cat's purr, as he curled up in the communication officer's lap, tucking his head against his body. Soundwave didn't look away from the screen that held his attention, but he did allow one hand to leave the keyboard and rest on Ravage's hand. His purr intensified as a blue-armored hand massaged the area just behind his audial receptors.

"Ravage: report," Soundwave requested. "Spare no details." Ravage only indulged in such cat-like behavior when he had particularly unpleasant news to deliver. It was his reasoning that softening his creator up before giving said news would make him less apt to lose his temper. Not that Soundwave was given to abusing his cassettes for any reason, but none of them liked to make him angry. Or at least, none of them before Laserbeak had become Maleficent's stooge…

The black panther nudged Soundwave's hand for another pat before silently transmitting the images he'd taken – images of Maleficent and Megatron walking down the corridor hand in hand, talking and laughing, acting more like lovers out for a stroll than military commanders.

The fingers rubbing Ravage's neck and shoulders tightened reflexively, and Ravage tensed, ready to spring out of his creator's lap. But Soundwave reined in his rage and gave the cassette-panther a soothing pat before opening a channel to Cybertron with his free hand. No… he was not angry with Ravage. He was only the messenger. He would not suffer for that.

Shockwave's image flickered to life on the screen, and the violet mech wasted no words. "Things have gotten worse?"

Soundwave nodded. "Maleficent must be stopped at all costs. As soon as possible."

"Have you done further research on the potential weaknesses Thundercracker uncovered?"

Another nod. "Frenzy reported strange burns on Maleficent's hands after sparring with Megatron. Hypothesis: attempted to use weaponry with iron content."

"A hypothesis is hardly solid evidence. I want proof."

"No time. Maleficent undermining Megatron's rule as we speak. Immediate destruction of Maleficent required."

Shockwave's headfins flicked back and forth as he pondered this. "If Megatron is as besotted with Maleficent as you believe he is, plotting to destroy her could spell our deactivation. You are aware of this?"

Soundwave nodded. "Risk: necessary. We do this for Megatron's own good."

The cyclopic mech nodded in return. "Iron, then… but in some form that she will not suspect. We must assume her quarters have some sort of wards on them to prevent an assassination attempt. Likewise, it's reasonable to assume she won't be taken by a simple iron dagger to the back. We'll need to be subtle."

"Subtlety isn't one of your strong points, Shockwave."

Soundwave turned to face Starscream as the Air Commander strutted into the room, and even through his visor his gaze burned with hatred. Starscream seemed unaffected, however, and carried his wings at a jaunty angle as he walked in and seated himself in a chair at the console, holding himself as regally as if it were a throne.

"What are you doing here?" Shockwave demanded. "This is none of your business."

"If the two of you are plotting against our esteemed leader, then I'd say as his second-in-command, it's every bit my business." Starscream made a show of examining his hands for scuff marks. "But no, even if I didn't overhear enough to know your TRUE target, I know the two of you would sooner throw yourselves into the smelter than attempt anything treacherous against Megatron. And you're stupidly noble enough to believe you're doing this for his own good, too."

"Spare us your self-important rambling," Shockwave snapped. "Maleficent is not only a danger to our leader, but to the Decepticons as a whole. You of all mechanisms know this, if Soundwave's reports are correct."

Starscream shot the tape deck a venomous glower. Soundwave's only response was the slightest of shrugs, and the Seeker sneered at him before turning back to the screen.

"Fine then… you're after Maleficent. And that officially makes this my business. I don't like either of you, and neither of you like me, but for now we have a common enemy, and that makes us comrades for the moment."

One could almost see Shockwave's headfins wilt at that, as if the very thought of calling Starscream a comrade made him sick to his core. "Then you have a proposition for destroying her?"

"Not by stabbing her in the back or challenging her to a duel," he replied. "No, this requires actually being sneaky for once. You don't use brute force to destroy an enemy of her caliber… you find the weak spot in her armor, so to speak."

"We were in the process of discussing how to best exploit her most obvious weakness-" began Shockwave.

"Iron, yes, yes." Starscream dismissed the rest of his sentence with a wave of his hand. "You've found the key... perhaps I shall locate the lock for you. There are more ways to get iron into her system than just sticking an iron dagger into her, you know."

Soundwave cocked his head. "Explanation: demanded."

"Use your CPU. For all her magic, she's still organic – or close enough to organic. She still requires food or fuel to function, you know."

"Energon." Soundwave's expression remained hidden, but his visor flared brightly with realization. "Absorbs directly in fae form, but drinks in Cybertronian form."

Shockwave's own optic flared at that. "Then that opens another avenue for us – poison. And we won't take the chance that she's vulnerable to Cybertronian toxins… we'll use iron filings, fine enough to be undetectable in her fuel."

Soundwave nodded. "Ravage, go to trash disposal units. Operation: Iron Scrap Retrieval."

Ravage growled and nudged his hand before leaping down from his lap and loping off.

"Excellent," Starscream murmured, rubbing his hands together. "It's been a pleasure working with the two of you."

"Let it be known that we are only doing this for Megatron's protection," Shockwave sneered. "Should you use this scheme to overthrow or harm Megatron in any way, you will pay with your spark."

Starscream placed a hand over his chest, offering his best wounded expression. "After all I've done for the two of you, don't you trust me?"

Two caustic glowers was his response, and despite neither mech having much of a face to emote with, their utter disdain was palpable.

"Very well… I can tell when I'm not wanted." He stood and strode out of the room, but not before turning to offer a final parting shot. "Though I did happen to overhear something quite interesting… that Megatron and Maleficent are planning a final assault on the Autobots' base. If the two of you want to eliminate her before Megatron gets too attached to her, I would suggest you hurry."

* * *

From this far up it looked as if the Autobot Base was swarming with ants. The base of Mount St. Hillary was a solid mass of seething, writhing black, with the occasional glint of yellow eyes flashing up at the shuttle that circled above. Shining black carapaces and jagged antennae-like horns further added to the insectoid look of the attackers, but their bodies were roughly humanoid, albeit hunched and clawed and with faces that were completely featureless save their glowing amber eyes. Some seemed to possess skeletal wings that looked completely incapable of supporting their weight; others had no legs and seemed to hover on beds of malevolent violet energy. And all seemed to give off a dark, chilling aura that everyone aboard Skyfire could feel, even from this distance.

"Holy slag," Sideswipe gaped. "We leave for a little while and everything goes to the Pit!"

"What are those things?" demanded Carly.

"Got me," Sunstreaker grumbled. "Never seen the likes of them before."

Spike leaned down and hefted Stitch in his arms. "Whoof! You're a lot heavier than you look, buddy. Tell me what you see, all right?" He shuffled over to the nearest window and lifted Stitch high enough to look out.

Stitch peered down at the Ark, ears twitching. Then his ears pinned back against his skull, and he bared his teeth in a vicious snarl.

"Heartless," he growled.

"That sounds ominous," Bumblebee noted. "What's a Heartless do? Where do they come from?"

"Bad news," was all Stitch said before wriggling out of Spike's arms. "Sky-bot get us out of here."

"We can't just leave!" Jazz protested. "Prime's countin' on us, lil' guy! We can't just run away!"

"And Elita's not gonna hold on for much longer." Ironhide looked up from where Elita lay on a makeshift cot in the back of Skyfire's passenger hold, still offline and covered in metallic patches. Greenlight had managed to repair her enough to stabilize her, but even the humans could tell she was still in bad shape.

"Get us out of here!" Stitch insisted. "Not got weapon to fight Heartless with!"

"No way," Bumblebee insisted, expression hardening and hands tightening into fists. "We're not abandoning Prime now! Not after everything we've gone through to help him! Skyfire, try to buzz them and scare them off enough for us to land!"

"I wouldn't advise that, Bumblebee."

The yellow minibot yelped and spun in place. Spike, too, gave an unmanly shriek and turned as a cloud of white sparks coalesced in Skyfire's hold. As they watched the sparks merged together until they took on actual form, one that folded its arms and leveled an exasperated look at Bumblebee.

"Merlin, sir, there's got to be a way we can get down there!" Bumblebee insisted. "Optimus Prime needs our help!"

"Yes, yes, why do you think I'm here?" Merlin demanded. "Just take a moment to get your head together and don't go barging in like an out-of-control lunatic! Do you know how many adventurers have gotten their entire team killed that way? Don't get me started on that…"

"Merlin, please," Sparkplug cut in. "We're cutting it way too close as it is. If Pabby's right, we only have twenty-four hours before Prime's beyond our help. Tell us – how do we get past these Heartless creatures?"

"Well, not by bulling ahead like an idiot," Merlin grumped. "Heartless aren't ordinary creatures – they're born of the darkness in the hearts of sentient creatures, manifestations of the evil in our souls. Their only goal is to hunt down creatures and use their hearts to create more of their kind… though they will answer to those that are sufficiently strong-willed enough to control them and evil enough to resort to such heinous methods."

"Like Maleficent," Carly realized.

Merlin nodded. "Maleficent has drawn on the aid of the Heartless in the past, but that's a story far too complicated for me to go into right now. Suffice it to say that without a Keyblade, you have no chance of getting past them."

"What's a Keyblade?" asked Sideswipe.

"A powerful weapon meant to open and shut the way between worlds," Merlin replied, "though it has also proven to be the surest way to defeat the Heartless as well. Sadly, this world hasn't contained a Keyblade in a very long time."

"Can't you jet off to another world and bring one in or something?" Sunstreaker demanded. "We can't just fly in circles up here forever while those Sparkless or whatever go into the base and eat everyone's sparks!"

"You can't just steal a Keyblade!" Merlin protested, throwing his hands in the air. "Keyblades can only be wielded by the strong in heart, and many of them choose their own wielders! No… this calls for other measures. You all hold tight, all right? I'll be back in a jiffy." And he vanished in a flurry of white sparks.

Grimlock stared at the spot where Merlin had vanished, then tilted his head at an angle that closely resembled an eyeroll. "Wizards… bah. Useless."

"At the moment I'm tempted to agree with you," Bumblebee groaned. "Whatever he's up to, I hope he hurries."

* * *

For three days an uneasy standoff had been maintained between the Heartless and the Autobots. The creatures had proven to be immune to any attacks the Autobots could throw at them, and only some well-chosen spells on the part of their visiting magic-users kept them at bay. Merlin had surmised that their true purpose here wasn't to destroy the Autobots, but merely to keep Jazz and his team from entering the base until Maleficent's spell took full effect.

That did little to ease Prowl's CPU, however. Nor did Merlin's next request as the magician materialized with a soft POOF on Ratchet's shoulder.

"Oh good, Prowl, you're still here." He nodded at Prime's prone form. "We need the Matrix."

Prowl narrowed his optics. "I thought Pabby said the Matrix was the one thing keeping Maleficent's spell at bay."

"I know that's what I said!" he retorted, waving his hands. "But we're in the middle of a crisis, if you haven't noticed! If you want to break the curse, you need Elita-1, and we can't get Elita-1 into the Ark until we've gotten rid of the Heartless! And for that we need the Matrix! I promise we'll return it when we're through with it!"

"And just what do you plan on doing with the Matrix?" Ratchet demanded. "This better not destroy it – it has a lot of significance and importance to our kind."

"Oh, we won't destroy it, not exactly."

"That doesn't reassure us," Ratchet retorted.

"Oh honestly, you'll get it back! It might look a little different, but its basic function will remain the same. Do you want Optimus Prime back to normal or not?"

Ratchet glared at the wizard perched on his shoulder, then at Prowl. "Are you seriously going to let him get away with this?"

"It's against my better judgment entirely to give him what he requests," Prowl replied. "At the same time, however… we're running out of options. And if the options are buying Prime a few more hours at the cost of having our base overrun and possibly destroyed, or taking a risk in order to break the curse… then I'm leaning toward the latter."

Ratchet frowned. "I thought you didn't trust Merlin."

"I don't," he replied. "Which is why I'm personally going to be keeping a sharp optic on him and his friends while the Matrix is in their hands. If there is the slightest threat that they could damage or destroy it..." He didn't finish, figuring he didn't have to in order to get his point across.

Merlin sighed. "You still don't trust me? Oh, very well. I know I'd be the same way in your position." He waved down at Prime again. "The Matrix, please?"

Ratchet gave both Prowl and Merlin an expression that plainly said _I hope you know what you're doing_. Then he turned to Prime and, with infinite care, opened his chest plates.


	18. Master of the Blade

It was like nothing Megatron had ever seen – a seething field of shining black, shot through with malevolent violet plasma like the fabled Dark Energon of Cybertron's mythology. A living darkness pulsed with life as it swarmed about the base of Mount St. Hilary, seeking entrance into the Autobot base. Overhead, Skyfire circled the mountain, occasionally dipping low as if to test the sea of darkness below, then veering up as claws and fangs snapped at his wingtips.

A smug grin slid across his faceplates. Excellent. The destruction of the Autobots was assured. This planet was as good as his.

Maleficent let the image fade, the light of her scepter dimming. "Does that satisfy you, my lord?"

"Immensely," he replied. "Victory is within our grasp. This world will be ours… and with its resources there will be no stopping the Decepticons from ruling the galaxy!" He indulged in a laugh and pushed himself out of his throne. "I will ready the troops… it is time."

Maleficent frowned. "You needn't dirty your hands, Lord Megatron. All it will take is a signal to the Heartless, and they can tear open the mountain and destroy everything inside."

"Ah… but where is the fun in that?" He laughed again and reached for his cannon, removing it from its position beside his throne and clicking it into place. More than once he had referred to the weapon as the most loyal right-hand advisor he could ever have, and though it was mostly a jest to nettle Starscream, there was a lot of truth to it as well. After all, unlike some mechanisms, his cannon had never failed him.

"If you're going to do things the hard way simply because it's more fun, you're a bigger idiot than I took you for," Maleficent said with a scowl.

At the beginning of their partnership, Megatron would have been irate at the insult. But he simply raised an optic ridge, determined not to let her get under his plating.

"Letting your Heartless army would be the simpler way," he replied, "but this isn't just about simple victory. This is about the Decepticons making their mark. The Heartless will keep the Autobots from escaping, or from letting Elita-1 reach Optimus Prime in time… but it will be the Decepticons who strike the fatal blow. This way, no Cybertronian alive will question our superiority." _And this will ensure it is our victory and not simply yours,_ he quietly added.

Maleficent's eyes narrowed, but she nodded slowly. "I concede that point. The Autobots are your enemies, not mine. I will not contest your right to strike the final blow."

"Excellent. Will you join us, Maleficent? Perhaps you would like to see the results of your handiwork yourself?"

"I would… and I do hope to see the Witwicky's expressions when they see just how far their mighty hero has fallen." She smiled and spread her arms, shifting from her humanoid form to her black-and-green Seeker form. "Shall we?"

He nodded and sent out the call: _Decepticons! Arm yourselves and move out! We strike against the Autobot base! Today is the day we win the war!_

* * *

"Awesome!" Skywarp whooped, pumping his fist in the air. "We're gonna kick some Autobot aft once and for all!"

"Tone it down, Skywarp," Thundercracker huffed. "You're embarrassing yourself. And me in the process."

"No one ever died of embarrassment," Skywarp retorted. "And admit it, you're psyched for this too."

"I admit to nothing," Thundercracker replied, though quietly he couldn't help but feel some relief. If all went well, this battle could be their last… and it could result in them finally getting to go home and occupy Cybertron in peace. After countless vorns, there was light at the end of the tunnel.

That was, if Megatron was to be believed. This wouldn't be the first time their esteemed leader had promised them victory, only for them to retreat back to the Nemesis with their tailfins smoking. Still, some part of him dared hope.

The two Seekers waited in line in the break room, aiming to grab a cube and fuel up before going to the armory to ready their weapons. Assured victory might be, but there was no way they were going to make any kind of victory today if they went offline from energon depletion and dropped out of the sky like bricks. Skywarp insisted on cutting in line behind him, much to Blitzwing and Wildrider's chagrin, and he seemed to be doing his level best to wear out Thundercracker's audials with idle chatter during the wait.

"First thing I'm gonna do when I get back is hit Maccadam's," Skywarp went on. "I think we all fraggin' deserve it after vorns of military rations. I could go for a half-decent fuel blend."

"Yeah, yeah, think with your fuel tanks," Thundercracker retorted. "First thing I plan on doing when I get back is checking on my family. I hope they're all right – I mean, I'm sure we would have gotten a message if anything had happened to them, but still, I worry."

"Aw, TC you softie," Skywarp laughed.

"None of us are going back to Cybertron or anywhere else if whoever's at the head of the line doesn't hurry the frag up!" Wildrider snapped. "Primus, Starscream, did you get turned into a rock again?"

"You be quiet!" Starscream retorted, turning to glower at the Stunticon. "As your superior officer, I'm entitled to as much time here as I please!"

"You're gonna be entitled to my foot up your exhaust pipe if you don't put some hustle in it!" Blitzwing shot back.

"You dare threaten me?" Starscream demanded. "I am the Air Commander of the Decepticon forces, and I do NOT have to take verbal abuse from you!"

Blitzwing opened his mouth to retort, but snapped it shut again as Megatron entered the room, Maleficent on his arm as if they were walking into a gala event. In her fae form Maleficent was striking enough… but in her Cybertronian form, Thundercracker had to grudgingly admit that she was stunning, her plating gleaming with iridescence and her chassis sleek and streamlined even by Seeker standards. Every optic locked onto her, some admiringly, some burning with hatred.

Skywarp whistled. "She's a looker. Too bad she's taken." His gaze moved to Wildrider, and he slapped both hands over his mouth to smother his laughter. The Ferrari's optics had glazed over, his mouth hanging open in a look of stupefied awe.

"Snap out of it, Wild," Thundercracker advised. "It's obvious to everyone that she and Megatron are a thing."

"A mech can dream," Wildrider replied, still staring.

If either Megatron or Maleficent heard any of the banter, they elected to ignore it. They strode up to the head of the line, where Starscream was still taking his sweet time in filling a third cube. The Air Commander turned and narrowed his optics at the dark fae.

"Why are you still here?" he demanded. "Why not go back to your cave or wherever it you lurk? Leave the art of warfare to those who know how to handle it."

"Please, Starscream," Maleficent purred. "Don't make more of a fool of yourself than you already have. Step aside."

Thundercracker expected fireworks of some sort, or at the very least for Starscream to argue. But the white Seeker just sneered and set down the cube he'd been filling before stalking off.

"You've finally learned some manners, Starscream," Megatron chuckled as Maleficent appropriated the Air Commander's cube for herself. "If I'd have known earlier that all it took to shut you up was a little magic, I'd have found myself a magic-user long ago."

"Frag yourself," Starscream snarled, voice brimming with venom.

Megatron looked ready to retort, but Maleficent laid a hand on his arm, cutting off any reply. He chuckled and moved to fill a second cube, any anger toward Starscream forgotten.

"Yeesh, he's mellowed," Skywarp noted.

"Maleficent's certainly an influence on him," Thundercracker replied. "Whether it's a good one or a bad one, who can say?"

As Starscream stalked out, he stepped to the side to let Soundwave enter. The Air Commander and communications officer shared a long look, and Thundercracker wondered if Starscream wasn't currently on the receiving end of a scathing telepathic lecture or insult.

To his surprise, Starscream just smiled smugly and gave the slightest of nods. Soundwave nodded back, and the Seeker marched out, leaving Soundwave to take his place in line.

 _What was that about?_ Under normal circumstances such a standoff would have resulted in at least a few pointed barbs being exchanged, or even a couple of cassettes putting dents in Starscream's armor to protect their creator's honor. True, these weren't exactly normal circumstances, but it was hard to imagine that Maleficent's presence had stirred the Nemesis enough that those two mechs would make any sort of truce.

He shrugged and turned back to the head of the line, watching as Maleficent gave her cube to Megatron before filling another for herself. He'd never understand Starscream.

* * *

By the time Merlin reappeared aboard Skyfire, carrying a long wrapped bundle in his hands, Bumblebee felt so high-strung that he nearly leaped through the ceiling. It took him a moment to convince himself that everything was okay, Merlin was on their side, he had a weapon they could use and everything was going to be okay. At least, he hoped so…

"Phew… the powers that be save me from doing THAT again!" Merlin took a moment to disentangle his beard from the wrappings. "Now comes the hard part."

"Took you long enough!" Sunstreaker grumped. "This had better be good."

"You can't rush the forging of a keyblade!" Merlin snapped back. "It takes time and skill and a great deal of magic, and even then it's anyone's guess if you can find the appropriate wielder. It sometimes takes years for a keyblade to find its master."

"We don't have years!" Ironhide shouted, flinging his hands in the air. "Optimus don't even have hours! Why's it take a Chosen One to swing a sword anyhow?"

"A sword can be wielded by any idiot," Merlin corrected as he unraveled the strips of cloth. "A keyblade takes someone special. Though given our choice of materials for this one, I believe it's safe to assume it belongs in the hands of a Cybertronian."

"Materials?" Bumblebee repeated. He didn't like the sound of that.

"Ah, here we go!" Merlin tossed away the last strip of fabric to reveal a burnished blue-and-chrome blade, with a silver grip and a blade that terminated in the jagged teeth of an old-fashioned skeleton key. Oddly enough, the weapon also bore a visible ammunition cell and trigger, as well as angular cracks that could only be transformation seams, and Bumblebee realized it must have the ability to transform into a rifle or other firearm. And a bright blue-white light glowed in the hilt, a brilliant crystal set in copper…

Bumblebee's spark lurched. That couldn't be…

"You didn't," Jazz murmured, visor flashing. "Primus, please tell me you didn't."

"It was the only way," Merlin replied somberly. "A keyblade takes a powerful energy source to create… not ordinary energy, but something with the power of the heart behind it. And the Matrix of Leadership was the only source that would work."

"But Prime!" Bumblebee protested. "Without the Matrix, what's going to stop the curse?"

"We have other magicians tending to Optimus Prime as we speak," the wizard assured him. "With any luck, they can hold the curse at bay until we can get Elita-1 inside to break it entirely."

"You're leaving an awful lot to luck," Carly noted, frowning.

"Sometimes luck is all you have," Merlin replied. "Now… I need each of you Cybertronians to take the keyblade and see if it will respond to you."

"How will we know?" asked Carly.

"If using it is like second nature, if it feels right in your hands… like an extension of yourself… then it's yours," Merlin replied. "A weapon bound to your very heart and being."

"Not weapon," Grimlock said with an obvious smirk to his voice. "Look more like fancy toothpick to me."

"Looks can be deceiving," Merlin told the Dinobot. "Besides, it's a weapon of powerful magic. I'd imagine it would shrink and grow to fit the one who wields it." And he tossed it at Grimlock. "Catch!"

Grimlock's arm shot out, snatching the keyblade up in his palm. Almost instantly it glowed with a brilliant blue-white light, a light that flowed across Grimlock's palm like molten metal before solidifying and dimming into a larger replica of the tiny weapon he'd held moments before.

"Whoa," Sideswipe murmured. "Awesome. Does that mean Grim's the wielder?"

"It could be, but…" Merlin tapped his beard with one hand. "Give it a test swing, why don't you?"

Grimlock snorted. "Me Grimlock been using swords since day one. Know how to use a blade." He slashed at the air… only for the swing to throw him off-balance. He wobbled on one foot, arms flailing, and toppled to the floor, nearly flattening Stitch and Sparkplug in the process.

"Watch it!" Stitch yipped, baring his teeth.

"Good try, Grimlock," Merlin told him, "but alas, you're not the one."

"Fine," the Dinobot snorted, shoving the keyblade away. "Didn't want it anyhow."

"Let me try!" Sideswipe practically dove on top of the blade, lifting it in both hands. "Whoof… it's heavier than it looks… hey, does it transform? It looks like it transforms… oops!" As he'd been talking he'd lifted the weapon overhead, only to gouge it into the ceiling. "Sorry, Skyfire!"

"Can we refrain from swinging sharp objects in my interior until we've landed?" Skyfire demanded.

"We can't land until one of us can use this freaking thing, doofus," Sunstreaker retorted. "Gimmie that, Sides."

"Hey!" Sideswipe stretched his arm off to the side to hold the keyblade out of his twin's reach. "I've only gotten two seconds with it!"

"And you've done a great job with it so far! Give it!"

"Over my cold rusted chassis!"

"Knock it off!" Ironhide roared, snatching the weapon out of Sideswipe's hand. "Why'd I have to babysit a coupla sparklin's anyhow…" He thrust the hilt at Sunstreaker. "Try it already."

"How come you're taking his side?" Sideswipe huffed.

"This ain't a game, Sides," Jazz informed him. "This could mean life or death for Prime… an' all the Autobots."

Sunstreaker hefted the blade in one hand, frowning. "It feels off-balance… like it's got a mind of its own and is trying to throw itself out of my hand." He shook his head and offered the hilt to Jazz. "It's not me… you try."

Jazz nodded and took the keyblade, making a few quick jabs and slashes in the air. He handled it awkwardly, Bumblebee noticed, as if there were lead weights attached to the tip. With a frown and a deep sigh Jazz gave up and handed it off to Ironhide.

"What happens if none of us can use it?" Bumblebee finally asked, though he had a feeling he wouldn't like the answer.

"Then I take the keyblade inside and test it among the rest of the Autobots," Merlin replied. "Though there are some tactical disadvantages to that option."

"Means instead of us cuttin' a path for ourselves, someone inside has to fight their way out," Ironhide added. "It'll take longer, an' they'll prob'ly end up lettin' some of 'em critters inside in the process." He swung the blade in a wide but slow arc. "Fraggin' swords… give me a good gun over a blade any day."

"Maybe its gun form will come more naturally to you?" Carly suggested.

"Maybe… if I can work the blasted thing." He examined the weapon closely, then wrapped a finger around the trigger and pulled. The keyblade responded by bucking in his hands, its blade splitting and folding until he held a gleaming blue rifle in his hands.

"Whoa!" Sideswipe gaped. "That's freakin' awesome!"

"You guys transform all the time," Sparkplug noted.

"Still, you don't expect a sword to turn into a gun," Sideswipe pointed out. "We've got to get Wheeljack to build us one of these."

"Worry 'bout that when this whole mess is over," Jazz told him. "How's it feel, 'Hide."

"Better," he replied, hefting the gun in his arms and lining his optic up to the scope. "Not perfect, but better-" That last word ended in a yelp as the rifle went off in his hands, sending a turquoise bolt of energy ricocheting across the room. Mechs and humans scattered as it snapped back and forth, until it seemed to settle on a course and streaked straight for Sparkplug.

"Dad, look out!"

Spike's warning came an instant too late, and the bolt impacted… against Stitch's stomach, as the alien climbed up Sparkplug's legs and stretched himself across the man's chest as a living shield. A shower of sparks rained down from his belly, leaving his fur slightly singed but otherwise not harming him.

"Phew… thanks, little guy." Sparkplug gave a shaky sigh of relief and rubbed at his ears. "That was quick thinking."

"Merlin gave Stitch a job," Stitch gurgled, shutting his eyes and leaning into Sparkplug's hand. "Stitch keeps promises. Protect old man and weird boy."

"Hey!" Spike exclaimed.

"I think it's safe to assume Ironhide's not it," Sunstreaker grumbled, pushing himself up off the floor. "Unless Merlin's idea of the keyblade fitting him is to try to kill us all."

"Aw, hush." Ironhide fiddled with the rifle a bit more, as if reluctant to hand it over, then sighed and turned to rest it in Bumblebee's hands. "You're the last one, 'Bee… let's hope this works."

Bumblebee felt his spark contract in his chamber as he took the gun. Part of him didn't want it; part of him quailed at the thought of being handed such responsibility, the one weapon that could get them inside the Ark and save both Prime and the Autobots. His first instinct was to push the keyblade back at Ironhide, or to turn and hand it to Grimlock or Sideswipe or Jazz. Surely a warrior with more experience was more deserving of this…

But as the rifle settled in his arms, his spark calmed. A sense of… he didn't know how else to describe it but a _rightness_ filled his chest, spreading through his limbs and swelling within his chassis until the thought he would burst. Without thinking he adjusted his grip, grasping the stock of the rifle with one hand and wrapping the fingers of his other hand around the barrel, giving it a sharp twist to reactivate the transformation sequence. Obediently it collapsed back into keyblade form, the Matrix pulsing with light within its hilt.

"No way," Sunstreaker muttered. "No fracking way…"

For the first time since they'd left Cybertron, a grin split Jazz's faceplates. "Well, I'll be…"

Merlin nodded, as if he'd expected this outcome all along. "You've been chosen to wield the Prime Ascendant, Bumblebee… the keyblade forged to protect your world. Use it wisely, and with only the purest intentions in your spark, and it will never fail you."

Bumblebee nodded, never taking his optics off the blade. "I won't fail you, sir." He lowered the keyblade. "What happens now?"

"Now we make a jump for it," Jazz replied. "Skyfire, open your doors. Sparkplug, Spike, Carly, stay inside until it's safe. Be… hate to say it, but this means your first out. Can you clear a path for us?"

He nodded grimly. "I'll do what I can."

Jazz nodded. "Autobots, let's roll! We got a base to save!"

* * *

"Ratchet, sir?"

Ratchet looked up from the monitor he'd been checking to glare at First Aid. "What now? Do the crises never end here?"

"No crisis, sir," the younger medic replied. "But please… you need to take a rest. You're no good to Prime if you work yourself to death."

"I can rest AFTER Prime's out of danger," Ratchet retorted. "Especially with the Matrix gone for whatever Primus-damned plan Merlin's concocted!"

"Sir… at least go take a fuel break," First Aid pressed. "Swoop and I will keep an optic on him while you're gone, and we'll alert you the minute something happens, all right?"

Ratchet held his glare a moment longer, but finally relented with a sigh. The Protectobot was right – he was dead on his feet and his systems were screaming from fuel deprivation. He needed a long hard defrag and a complete refuel, or at the very least a cube and a few minutes off his feet. But some pessimistic part of himself was sure that the moment he took his optics off of Prime, something terrible would happen.

"Him First Aid right," Swoop added, resting a huge hand on his mentor's shoulder. "You Ratchet need take care of you Ratchet too. Us got things under control."

Ratchet sighed again. "Fine. I'll be back in ten minutes. Alert me the instant he so much as twitches in his recharge, all right?"

"Deal," Swoop replied.

"Relax a little," First Aid advised. "We've got magic-users here to help. Everything's under control."

Ratchet's gaze moved to the eclectic knot of characters – four faeries, one baboon, and one blind mystic – gathered at the foot of Prime's berth, faces contorted in concentration as they worked to combat Maleficent's spell. "Somehow that doesn't reassure me as much as it should."

Ten minutes wasn't nearly long enough to recover from days of grueling vigil… but it was enough for Ratchet to down a cube of mid-grade and take the weight off his feet for a few minutes. It wasn't much, but he figured it would have to do. Besides, despite his apprentices' assurances, he didn't dare leave them alone during a time of crisis for longer than he had to.

The moment he entered the medbay, he wished he'd never left. First Aid, Swoop, and Merlin's band of magicians were nowhere to be seen… and Prime's berth stood empty.

"What the frag…"

Violet flashed at the edge of his peripheral vision, and he turned to face the stuff of his worst nightmares. Optimus Prime stood over the offline bodies of First Aid and Swoop, energon dripping off violet-and-black armor, optics glowing a sinister scarlet. His gaze swept back and forth like that of a predator before coming to rest on the medic, and Ratchet felt his spark plummet into his tanks.

Before he could do more than realize that the unthinkable had happened, Prime spoke, his voice rich with a cruel menace.

"Welcome back, Ratchet… it's a pity you've returned her only to die."


	19. Rise of Nemesis

Bumblebee had been aiming for a patch of bare ground when he leaped out of Skyfire's doors; it was only sheer dumb luck – good or bad, who could say? – that one of the bigger Heartless happened to shift to one side just seconds after his jump. He landed hard atop the creature's slick carapace, the jolt of impact knocking all his systems out of whack for a few seconds. Thankfully the blow served to daze the Heartless as well, making it stagger and squeal in shock instead of turning to rip him apart.

Bee shook his head, coming to his senses, and brought the blade in his hands down between the creature's shoulder blades. He expected a mess of blood or ichor, but a bright violet-white light poured out of the wound instead. The Heartless shrieked even as its onyx armor splintered apart, the beast fragmenting in a mess of black shards and violet light until it vanished entirely.

The other Heartless backed away as Bee leaped to his feet, brushing dirt and the last crumbling shards of armor off his plating. They hesitated, staring at the weapon in his hands and chittering nervously. For a moment, Bee's spark lifted. Perhaps the sight of the keyblade would clear a path without further fighting?

Then a ripple of green ran through the ranks of the Heartless, illuminating their eyes and open jaws with an emerald light, and with hoarse cries a cluster of them flung themselves at him. He yelped and swung wildly, bisecting two of them and slashing a deep gash in the side of a third. The two he'd hit squarely fell apart much as the first had, while the third writhed on the ground, spilling amethyst light out of its wound.

Jazz hit the ground just behind Bumblebee, landing in a crouch before straightening again. "Think ya got the hang of that thing?"

"I sure hope so," Bee replied.

"Good!" Jazz turned to Ironhide and the Lambo twins as they landed within the impromptu clearing. "Everyone behind Bee! Let 'im clear a path! 'Hide, Sides, Sunny, keep 'em off our backs if ya can."

"Roger-dodger!" Sideswipe replied with a brisk salute, grinning eagerly.

Grimlock came down last, his antigravs allowing him to touch down with surprising gentleness for his size. In his arms he carried the patched, offline form of Elita-1, looking as serene as if she were merely recharging for the night. Bumblebee clenched his jaw, trying to hold back the sudden flood of dread that swept through his chassis. So much depended on two mechanisms, and of them one was badly damaged and the other a mere minibot who had been handed a magic sword. If they failed…

"Bee, c'mon!" Jazz shouted.

He shook his head and turned to face the mountain, jabbing the sword forward at the Heartless that blocked their path, one that appeared to be nothing more than a horned, disembodied head floating on a bed of violet energy. The creature darted to one side, snarling, and Bee stepped forward to claim the ground it had once occupied.

Slash by slash, stab by stab, their group pressed forward, Bee clearing the way and Ironhide and the twins doing their best to guard their flanks and back. The Heartless seemed to recognize the keyblade, and in many cases all it took was a slice or a jab of it to get them to back off. Others were more stubborn, and many times their progress came to a halt as Bee dispatched a particularly ornery Heartless. And while the Prime Ascendant might be the only thing that could destroy them for good, the others' guns seemed to at least cause them pain, and they kept a respectable distance back.

"This is takin' too long," Ironhide growled. "Speed it up, Bee!"

"I'm going as fast as I can!" he protested, slashing into yet another Heartless and watching it fragment apart. "There's too many of them!"

"Try the gun mode!" Sunstreaker shouted as he slashed an energy knife at a Heartless that had ventured too close for comfort.

Bee nodded and pulled the trigger, and the Prime Ascendant bucked in his hands as it twisted and folded into its rifle form. Shifting it to one shoulder, he sprayed an arc of plasma fire at the Heartless massed before him, driving them back and sending a good dozen falling, writhing, to the ground.

"I got it!"

"Good job, 'Bee," Jazz noted with a sharp nod. "Don' get cocky!"

"I won't!" Bee replied, though it was hard not to feel a jolt of excitement at gaining the upper hand. He pressed forward, keeping pressure on the trigger, blasting a path through the black-plated creatures as he made his way toward the doors of the Ark. They were going to make it… they were going to get inside and save Prime…

A horrible, rasping laugh echoed through the air, and before he could stop himself he glanced skyward.

"Megatron!" Jazz cried.

"Astute as always, saboteur!" the silver-armored warlord cackled, swooping down to land on the lip of Mount St. Hilary's crater. Even as Bumblebee watched in mounting horror, more Decepticons dove to join their leader, perching on the crater's edge like a flock of metallic raptors, their scarlet optics glinting in macabre glee. He braced himself, expecting a hail of laser fire to come raining down on them at any moment, but for now the 'Cons seemed content to watch.

A shadow fell over their group, and the Heartless went silent and lowered their heads as if in obedience as a great dragon, black with a rich purple belly and wing membranes and acidic green eyes, circled to land beside Megatron. Megatron's smile broadened, and he rested a hand on the creature's side. Had the Decepticon commander made a bargain with something else besides Maleficent, something far worse? Dragons were supposed to be frighteningly intelligent and cunning, if the stories were true…

But the dragon erupted into bright green flame even as he stared, shrinking down to take on the form of a black-and-green Seeker… the very same one who had attacked him at the first battle, firing the shot that had taken down and cursed Prime in his stead.

"Maleficent," he murmured.

She smiled, a sly smile that chilled far more than it warmed. "So you remember me, little one. You were lucky, you know… it's seldom that a target of mine escapes unscathed. You can thank Optimus for that."

The horror in his spark curdled into burning anger. "You… you're going to pay for what you've done to Optimus Prime!"

She raised an optic ridge, and an amused smirk played along her lip plates. "Am I, little one? I would think it would be a better use of your time to finish what you've started, rather than distract yourself with plans of revenge. Or it would be… if it wasn't already too late."

The rage died in an instant. "No…"

"Yes," she purred. "Your noble leader is gone. Optimus Prime is no more." She gave an exultant laugh. "Long live Nemesis Prime!"

* * *

Ratchet slowly raised his hands, fighting down the dread rising in his tanks. "Optimus… calm down," he murmured, keeping his voice low and hopefully soothing. "I don't want any trouble."

Prime cocked his head to one side, almost animal-like, then gave a terrible laugh. "Ah, but I want trouble, Ratchet. One of us isn't going to get what he wants, is he?"

At Prime's feet came a twitch of movement… Swoop's fingers. The Dinobot medic was alive! As if in answer, First Aid's visor flickered with light, then just as quickly stilled. Either both young medics were too severely damaged to get up, or they were feigning death until the danger had passed. If Ratchet could just lure Prime away… get him back to his berth, perhaps, and let the magicians do something… perhaps he could help them, or at least grant them a few moments to escape.

"This isn't you, Optimus," Ratchet pressed. "Please… just lay down and let us help you. You're not a monster… I know you don't want to be a monster."

His optics flashed azure a moment, and the medic felt an answering flicker of hope. Had he managed to reach past Maleficent's curse? But crimson overtook blue, and Prime gave a beastly snarl.

"Optimus Prime is no more!" he thundered. "I. Am. Nemesis! Prime!"

Prowl rounded the corner at that moment, mouth open as if about to say something. His words died before they could emerge from his vocalizer, and in one smooth motion he drew his acid rifle from subspace and aimed it squarely at Prime's chest.

"Prowl, don't!" Ratchet shouted, arm up to knock the weapon aside.

"Run," Prowl ordered, his voice full of ice. "Get everyone out of the repair bay you can and run. I'll keep him occupied as long as I can."

"Prowl, you don't have to kill him-"

"Run!" Prowl barked, just as Prime snarled and leaped. Ratchet barely managed to get out of the way in time, and he paid for his hesitation with a slap upside the helm that left him reeling.

Prime snarled again and twisted around to make a grab for the medic, but Prowl slid between them, jamming a hand into the larger mech's shoulder joint and savagely twisting the wiring there. The truckformer buckled with a pained yowl, and Ratchet took advantage of the moment of reprieve to bolt. He paused just long enough to send an urgent ping to Red Alert, and within seconds alarms sounded throughout the base.

 _Autobots, we are at Code Violet,_ Prowl announced over the public broadband, his voice strained as he still continued to grapple with the twisted Prime. _Repeat, Code Violet. Medical bay is under complete lockdown. Engage emergency protocols._

Ratchet's spark plummeted further as he ran. In all his vorns serving under Optimus Prime's command, he'd never been present for a Code Violet – a fellow Autobot going turncoat, an event almost never discovered until some sort of violent ambush or suicide attack had taken place. Such events were distressingly common among most Autobot task forces, but never before had the Ark been witness to such a disaster… and never before had a Prime been the source of a Code Violet.

"Emergency protocols" were clear on this point – the traitor had to be taken down at all costs, even if it meant their destruction. But this was Optimus Prime, beloved or at the very least respected by every Autobot on Earth. Most Autobots, Ratchet included, would no more open fire on their leader than they would plunge an energy dagger into their own spark chamber. Even Prowl, for all his cold logic and stern insistence on following protocol, would probably hesitate to take the fatal shot… hesitation that could prove fatal.

 _No… it won't come to that,_ Ratchet vowed. _No one is going to kill Optimus Prime. Not even if I have to die to prevent it!_

The main entrance to the Ark had been sealed shut against the Heartless siege… but Ratchet's course took him down a little-used side corridor, its lights dimmed and its walls smelling of dust. The Ark boasted several secondary entrances, and while most were locked down, there were a few Sideswipe liked to make use of that he assumed no one else knew about. The red Lambo was terrible at keeping secrets, however, and Ratchet had long ago deduced not only the existence of these secret exits, but their locations.

This particular exit, once an access hatch to the Ark's auxiliary engines, opened into a narrow rock tunnel that in turn opened onto a ledge on the face of Mount St. Hilary. Ratchet barely managed to squeeze his bulk through the tunnel, losing streaks of paint to the rough stone. Once outside, he pulled his sidearm and fired a few blasts to collapse the tunnel behind him. No sense leaving an opening for the Heartless.

He knew this was madness – leaving the Ark without its chief medical officer. But if there was any chance of turning Nemesis Prime's spark, it lay in Elita-1. If he could get to her and repair her enough to get her on her feet, perhaps they could avert disaster. He could only hope they weren't too late.

* * *

Prowl broke away from Prime's grip and staggered back, struggling to raise his rifle again. His sensor array screamed with pain, his damage readout pinging urgently that he'd ruptured a coolant line in his shoulder and needed to rest and let self-repair seal it. He shut the warning down and ignored the unsettling sensation of fluid trickling down his side. Time was a luxury he didn't have at the moment.

Nemesis Prime crouched in a predatory stance not far away, optics blazing with rage… and a madness that seemed unworldly in its intensity. Energon and vital fluids spattered his darkened armor, and even behind the mask his savage grin was all too evident. When Prowl had learned Maleficent's curse would turn Optimus into a twisted copy of himself, he had theorized that he would become a Megatron clone, power-hungry and vicious but still cunning and capable of reason. The mech gathering himself for an attack before him was far worse – insane, bloodthirsty, obsessed with inflicting pain and chaos.

"Stand down," Prowl ordered, lining the rifle's scope up to Nemesis' chest. "Surrender immediately or I'll be forced to terminate you."

Nemesis chuckled darkly. "No… I don't think I will."

"Stand down," Prowl repeated, infusing as much authority into his voice as he could muster. "Or I will shoot."

Another cackle. "Go ahead, then. Shoot me. I dare you. Shoot me down and snuff my spark. I won't even try to stop you." He narrowed his optics in a calculating glare. "But you won't do it. You love your precious Optimus Prime too much. Your compassion for him, your softness, prevents you."

Prowl grimaced, but had to admit that Nemesis had called his bluff. Despite being warped beyond recognition, Nemesis was still Optimus, in a sense. He still wore his commander's chassis, still spoke with that same voice, however twisted and cruel it might now be. And despite logic insisting to the contrary, some part of his spark cried out, begging him to stay his hand… insisting that there was still some shred of Optimus in there…

His moment of hesitation cost him dearly. Nemesis pounced, and Prowl found himself on his knees, arms wrenched behind his back until the shoulder joints creaked in protest.

"Weak," Nemesis gloated. "Pathetic. Like all you Autobots." He chuckled again. "It will be a pleasure toying with all of you."

"If you're going to kill me, get it over with," Prowl snarled through clenched jaws. He tried to pull his arms free, but his opponent merely tightened his grip.

"I think not," Nemesis replied, and with a brutal yank he pulled the Datsun to his feet. "I think you still serve a purpose for me." Something pressed against the side of his helm… the muzzle of his own acid rifle. "March."

Prowl had no choice – he walked before Nemesis, arms held in a viselike grip, gun to his head, a hostage to his own commander.

* * *

Another Heartless shattered with a squeal of pain, felled by a blast from the Prime Ascendant. Just as soon as it vanished two more took its place, only for a spray of fire to take both of them down. Bumblebee pressed forward, mowing through the mob with grim efficiency, carving a path for the Autobots as they carried their precious burden toward the Ark.

 _Though is it even worth it anymore?_ Bumblebee thought, his spark grim even as he kept going, every step won only through slashing and shooting. _If Maleficent's not bluffing… if Prime really has succumbed to her curse… is there even any hope for him? Can Elita-1 even save him anymore?_

He shook his head and kept going, pumping several shots into the hulking, barbed-looking Heartless that barred his way. No… they had to keep going. Thoughts like this were only going to get him and everyone else killed. The Autobots were depending on him now, and if there was even the slimmest chance that they could save Optimus Prime, they had to take it. Prime wouldn't give up if the situation was reversed, and neither would he.

"Ya got it, Bee!" Ironhide urged, as if sensing the yellow minibot's spark was flagging. "We're almost there!"

And that was the cue for a harsh cry to ring through the air.

"Decepticons, attack! Crack that mountain open and let all chaos break loose! Leave nothing alive!"

"Scrap," growled Sunstreaker. "Bucket-head's got the worst timing ever."

"In his mind, it's prob'ly the best timing," Jazz reminded him, and raised his gun skyward to fire it at the blue Seeker that had swooped down to take a potshot. Thundercracker cursed and pulled up, right wing trailing smoke.

Bumblebee made one last lunge for the door, only to stumble backward as Blitzwing touched down before the doors. Before he could so much as yelp in shock the triple-changer had buried his blade to the hilt in the thick steel, carving the doors open. No… this couldn't be happening! Not when they were so close…

"Fragitall to the fraggin' PIT!"

He knew that voice… and it distracted him so much that he almost missed the Heartless that sprang for his chest. He smacked it aside with the keyblade before turning to face the white form half-running, half-skidding down the mountain, cursing virulently all the while.

"Ratchet! What are you doing here?"

"Trying to save all our afts!" Ratchet retorted, sliding to a halt beside him. "Where's Elita?"

"Grimlock's got her!"

"Then where's Grimlock?"

Both their gazes turned to face the Dinobot commander… and Ratchet looked like he wanted to slap his palm into his face with enough force to cave it in. Grimlock had shifted Elita to one arm so he could draw his sword, and was fending off both Heartless and at least two Insecticons with the scarlet blade. A joyous roar of pure battle-lust poured out of his vocalizer, and his visor gleamed like a searchlight as he hacked and slashed. Elita hung limply from his other arm, her head jostled from side to side with each swipe and parry he made.

"Um…" Bumblebee had no idea if he should laugh or just be horrified at this sight.

"Grimlock!" Ratchet roared. "Get over here!"

"Me Grimlock kind of busy at moment!" Grimlock retorted, and sent Shrapnel flying through the air with a powerful kick.

"Get your titanic lizard aft over here or so help me I'll weld it to the wall when this is all over!"

Grimlock snorted but stomped over, sweeping his sword back and forth like a farmer scything his way through a field. He lowered Elita to the ground at Ratchet's feet, and the medic quickly pulled out a scanner and touched to her chest.

"Is she…" began Bumblebee.

"She's fine," Ratchet replied. "In stasis lock and with some bad internal injuries, but nothing I can't repair here." He pulled a medkit out of subspace. "Bee, Grimlock, give me some space to work, will you?"

Bumblebee nodded, and turned to fire at the closest Heartless. Grimlock snarled and drew his gun with his newly-freed hand, laying into whatever Heartless or Decepticon was stupid enough to get close. The Decepticons gave him something of a wide berth – partly out of a healthy fear of the Dinobot but partly out of the unspoken tradition of not firing on a medic on the battlefield – but the Heartless kept on coming, as if mindless and completely unheeding of any danger toward themselves.

He had no idea how long they stood there, firing and slashing at whatever creature dared come close, giving Ratchet the time and room to repair Elita as best he could. It could have been a matter of minutes, or closer to hours. To Bumblebee, though, it felt like an eternity. His arms felt as if they had been cast from lead, the keyblade as if it weighed several tons, and his systems were starting to buzz with low-energy warnings. He had no idea how much longer he could keep this up…

"There!" Ratchet finally exclaimed, straightening. "That's the best I can do with what I have. Here goes nothing…" And he made an adjustment to something at the base of Elita's helm.

The femme's optics flickered a moment, then glowed a steady aquamarine. Her expression shifted rapidly between fear and anger and puzzlement, as if she couldn't decide which emotion should take precedence at the moment.

"Chromia!" she exclaimed. "Moonracer! Strongarm! The snake… Jafar…"

"Calm down, Elita," Ratchet urged, sliding a hand under her to help her sit up. "You're on Earth right now. Whatever happened before, it's over now."

"Earth?" she repeated, and indignation took over her features. "What in blazes did you bring me here for? Our base is in shambles and the femmes on Cybertron need me!"

"The femmes are safe," Bumblebee assured her. "Jafar was a genie, and they can't kill anyone. But Optimus Prime needs you!"

"Genie… what are you talking about?"

"Long story," Grimlock grunted between swings of his sword. "Short version, him Prime in trouble. Again." He paused to slam the hilt of his sword upside Dragstrip's head, toppling the Stunticon with one blow. "Him under some stupid spell, needs kiss to wake up."

"True love's kiss," Ratchet added. "I wish we had time to explain the whole situation, but we don't. Optimus Prime's in a bad way right now, and you're the only one who can help him."

Elita stared at him, obviously struggling to process it all. Then she gave a sharp nod.

"It's all so unbelievable… but you've never lied to me, Ratchet. If you say Optimus is in trouble, then I'll believe it." She climbed to her feet, a bit unsteady but determined. "What do I need to do?"

Ratchet nodded sharply. "We need to get into the base and find Optimus. I'll warn you… he's changed. Far more than you can imagine."

"Talk later!" Grimlock growled. "Me Grimlock thought us Autobots on time limit!"

"I hate to say I agree with the Dinobot, but I agree with the Dinobot!" Bumblebee added. "We've got to go now if we wanna save Prime!"

"Lead the way, 'Bee," Ratchet ordered. "Just be careful. He's very dangerous now, and there's no predicting what he'll do when we face him."

Bumblebee gave a solemn nod, and he hurried for the base doors. Blitzwing was nowhere to be seen, and that bothered him, but for now he was the lesser of two evils. They would deal with him when the time came.

The keyblade wielder charged into the base, with Ratchet and Elita close behind and Grimlock bringing up the rear. Moments later, Megatron touched down, and with a sadistic grin he followed their trail into the Ark.


	20. Not So Heartless

Starscream scowled as he watched Maleficent hover over the battlefield, a gloating smile on her face. She was such an easy target there… it would only take one blast of his null rays to immobilize her and send her plummeting to the seething horde below. Obedient to her the Heartless might be, but somehow he doubted that they would pass up the opportunity to tear fresh prey apart, especially as crazed as they seemed to be at the moment. Too bad she was probably shielded at the moment.

 _Shouldn't it be working by now?_ he thought, narrowing his optics. He was no expert at fae biology (if you could even call the inner workings of a creature of magic biological), but if she was really so susceptible to iron, shouldn't she be showing signs of ingesting it? If the stuff burned her on contact, then surely having it rattling through her systems couldn't be good…

_Starscream, report._

He snarled and fired off a curt reply. _I don't have to report to you, Soundwave._

The tape deck ignored him and pressed on. _Maleficent: showing no signs of toxicity._

_I know that, you fool! And it's certainly no failing of my own! I personally made sure she grabbed the cube laced with iron!_

_Cube acquired… but evidently not consumed._

_Like I was supposed to stand around and stare at her until she drank it. Besides, she had to have ingested it – she's hardly going to just take a cube and pour it down a drain._ Unless she'd suspected something was up, of course, but he liked to think he was capable of a little stealth…

Maleficent uttered a terrible laugh as the Autobots charged into the base. For a moment Starscream wondered how she could be so blasted happy about this – they had Elita, they had some sort of magic weapon at their disposal, and they'd just gained access to their base. But no… Optimus Prime had succumbed to her curse at last, and was beyond restoring. The foolish mechs were charging toward their doom.

Moments later Megatron touched down and followed them inside. Starscream's optics narrowed as the silver warlord stumbled once before vanishing through the doors. Odd… Megatron rarely malfunctioned, and had more sense than to charge into battle while overcharged or exhausted…

 _Starscream._ Only Soundwave could wedge that much hatred and venom into a single monotone word. _What have you done?_

He fought the urge to roll his optics in response. _Megatron trips once and everyone blames me! Nothing, you fool! My plan was to take out Maleficent, not…_

His tirade trailed off as realization hit. Of course… it made perfect sense now. Maleficent had taken the tainted cube after all, but she hadn't been the one to drink it. She must have given it to Megatron instead, and acquired a fresh one for herself. Mere chance, perhaps, or had she suspected all along?

A slow chuckle escaped his vocalizer. Iron might not be fatal to a Cybertronian's systems, but it certainly wasn't going to do him much good either. Foreign material in a mech's fuel systems could clog up filters, jam pumps, and block or even rupture fuel lines if it wasn't caught early and filtered out. And given that Megatron had gone straight from refueling to throwing himself into a pitched battle, those chunks of iron were going to be circulating throughout his systems at a rapid rate… and causing no end of havoc throughout his chassis.

Perhaps he'd missed his target… but this situation could still work to his advantage. A system malfunction on the battlefield would be catastrophic for their dear leader, especially if he happened to be facing down a corrupted and merciless Prime in the bargain. And should anything happen to him, it would fall on Starscream, Air Commander, to take up the reins in his absence.

And his first act as leader of the Decepticons would be to destroy that infernal fae once and for all.

 _Starscream,_ Soundwave repeated.

 _Shut up,_ he ordered. _The plan has failed, and I no longer need to be your flunky._

Rage simmered in Soundwave's tone. _Harm to Megatron means harm to you. Should anything happen…_

_You're welcome to threaten me all you want, Soundwave. But perhaps your energy would be better spent elsewhere?_

Pure hatred spilled out from the blue mechanism, practically radiating from him in waves, but he said nothing as he opened his chest, sending Ravage and Laserbeak toward the doors to the Ark. Starscream made no move to stop them, simply grinning to himself. He hadn't anticipated this outcome to the battle, but he intended to make the most of it.

"Decepticons!" he shouted. "Lord Megatron has fallen! I, Starscream, am your commander now!"

"Oh Primus, not this again," groaned Thrust, then ducked as Starscream whirled to slap him.

"You dare backtalk me, cone-head?" he snarled. "I am your leader now, and you will speak to me with respect!"

"How the frag do you know Megatron's down anyhow?" demanded Thundercracker. "He looked just fine when he went into the base!"

"Let's just say I have my sources," Starscream told him with a gloating smile. "Now you answer to me, Thundercracker. Unless you think you can contest my rule?"

Thundercracker clenched his jaw but said nothing.

"I thought that was the case." He chuckled. "Look on the bright side, Thunder – that makes you Air Commander now. Relax and enjoy your promotion."

Thundercracker grumbled something foul and turned away. Starscream let it slide for the moment. He knew the blue Seeker had never wanted a commanding roll, content to serve as a soldier and shying away from any greater responsibility. But war meant doing unpleasant things, and he'd just have to suck it up and learn to take charge. Besides, having an Air Commander who hated being in power just meant less risk to his own position – Thundercracker was unlikely to stab him in the back and take his place, right?

"Decepticons, attack!" Starscream shouted. "Tear the base apart! Leave nothing alive!"

"We were doing that already, Screamer!" Warp protested, looking up from where he was trying to blast his way through the rock wall of the mountain itself.

"Oh, shut up!" Starscream retorted. "Keep going! Victory is within our grasp!"

* * *

There hadn't been time to brief Elita-1 on all that had happened in the past few weeks… but Bumblebee had a feeling that nothing could have prepared her for what they met as they rounded the first bend in the corridor leading into the base.

"Optimus," she gasped, skidding to a halt.

"Prowl!" Jazz shouted.

Ironhide settled for a string of profanities that would have wilted a Morphobot.

Bumblebee nearly dropped the keyblade in shock. Optimus Prime stood before them, optics blazing scarlet, armor gleaming a sinister violet and black in the corridor lights. Energon and other fluids splashed his chassis, and the yellow minibot struggled not to wonder just where they had come from. He pinned Prowl's arms behind his back with one hand, jamming the muzzle of his gun against the Datsun's neck joint with the other.

It was those red optics that froze his spark more than anything – not just the color, but the savage, cruel light in them, something he'd never thought he'd see in his commander.

Sideswipe cursed and pointed at the floor. Bumblebee followed his gaze… and felt his tanks heave. He'd been so preoccupied by the sight of the transformed Optimus that he'd missed Blitzwing entirely. The triple-changer lay sprawled on the floor, chassis smoking from what had to be a dozen direct shots to the chest and torso. Incredibly, his visor still flickered faintly and his limbs twitched – he was alive, barely. But that did nothing to temper the horror he felt at having seen Prime take out a Decepticon so brutally, without even shooting to incapacitate first…

"Bumblebee."

He shuddered. That was Prime's voice… yet twisted out of true, a deadly purr that sounded more fitting coming from a Decepticon than from Optimus himself.

"Yes, I'm talking to you, little insect," Prime went on, optics narrowing. "Fascinating weapon you hold… pity it contains something that belongs to me."

"Optimus, this isn't you!" Ratchet insisted. "Put down the gun and let's talk about this!"

Prime snarled and jammed the gun harder against Prowl's neck, making the tactician wince in pain. "Nemesis. The name is Nemesis. The mech you know as Optimus is dead… you cannot save him." His gaze returned to Bumblebee. "Now… insect. Give me your sword, and you can have your friend back with his head and all his limbs attached."

Bumblebee shook his head. "No… I'm not giving you the Matrix. Not when you're like this."

Prime shook his head, clicking his vocalizer as if chastising a sparkling. "Such heroic nonsense…"

"Optimus." Elita spoke up at last, carefully sidestepping Blitzwing's chassis as she made her way forward. She inclined her head briefly toward the injured triple-changer, and Ratchet nodded before crouching down at his side to inspect his injuries. Decepticon he might be, but it seemed wrong to leave him here to die at the corrupted Prime's hands.

Prime cocked his head to one side, then the other, considering Elita as if she were a small animal he was pondering whether to step on or not. "The fragile one thinks she knows me… curious."

"I know you," she insisted, extending a hand. "And I know you're better than this. This isn't the mech I love."

"Love." Prime spat the word out, optics narrowed to slits. "Love is a construct, a delusion we allow to perpetuate in order to accommodate the weak. Love is a weakness… one I have purged from my spark."

Elita flinched at that, but pressed on. "You don't believe that. Deep down in your spark, you still hold onto the things that made you Optimus Prime – love, compassion, empathy. Whatever Megatron and his allies did to you, it can't destroy those entirely, only cover them up." She took another careful step closer. "Wake up, Optimus. Wake up and help me destroy Nemesis."

Prime snarled again. "Come a step closer and I blow his head off!"

"You don't want to do that," Elita urged. "Let me help you… please. I can help you if you let me-"

"I don't NEED your help!" He flung Prowl aside and aimed his gun at Elita, clutching it with both hands, optics blazing with hatred. "Get away from me!"

"Don't you dare threaten her like that!" Bumblebee snapped, and moved to put himself between Elita and Prime. A slim pink hand on his shoulder stayed him.

"Let me handle this, 'Bee," she urged.

"But Elita…"

"You have to trust me." Her optics flashed, and her jaw clenched as she fixed her gaze on the irate Prime. "Just as I trust him."

Bumblebee wanted to protest as Elita pushed him to the side. If Prime hurt her, he'd never forgive himself… and it would devastate Prime if he managed to shake off Maleficent's spell and return to normal, only to learn he had struck down the femme he loved. But she trusted him… she believed there was some measure of light left in his spark, not yet snuffed by the curse. If she could trust him, perhaps he should as well…

"Get BACK!" Prime snarled. "Or I WILL shoot!"

"I don't think you will," Elita insisted. "I know you don't want to do this. There's still good in you… just in conflict. Please… fight Nemesis. Fight this. For me."

Prime kept the gun trained on Elita… but his hands shook, making the muzzle of the gun bob up and down erratically. "Elita…"

"Put it down," she urged. "Put it down and let me come to you."

"Elita…" His optics flared blue for an instant. "Elita… please… stand aside… I must finish this…"

Hope flared in Bumblebee's spark. Maleficent had been wrong – Optimus Prime was still alive, or at least some bright fragment of him remained inside Nemesis. And Elita, his true love, was slowly drawing that fragment to the fore. If she could just get close enough to kiss him, to perform that act of true love, perhaps she could break the curse… perhaps there was a chance of victory…

"How touching."

At that cold, mocking voice Bumblebee whirled. He couldn't see past Jazz and the others, however, and had to settle for dropping into a crouch to peer through their legs. For a moment he cursed himself for being constructed a mini-bot…

"You." Prime growled, hands steady again as he raised his weapon to point at Megatron.

Megatron aimed his arm cannon at the cluster of Autobots, a triumphant smirk on his faceplates. "Finally, Optimus Prime has shed his bothersome sense of honor and compassion. Finally, he's become a worthy opponent! Stand aside, Autobots, and I shall rid you of this menace to your-"

And that was all he managed to get out before he doubled over, violet-black fluid pouring out of his mouth.

* * *

Megatron had only a moment to gloat over Optimus Prime's transformation before pain stabbed through his chassis, as if someone had driven a lance through his abdominal plate. The agony dazzled his vision, though it did nothing to hide the damage readout that pinged anxiously in his HUD. He tried to dismiss it, tried to force himself to straighten up and raise his cannon again, but another wave of pain drove him to his knees. Liquid trickled down his chin to splatter his chest plate, and when he wiped it away he saw dark, half-processed energon staining his fingers.

"Problem, Megatron?" That was Optimus Prime's voice, all right, but he'd never heard it so full of cruelty… and never had it sent such a chill of fear through him before.

"What the slag?" Sideswipe demanded. "What's wrong with him?"

"Something in his systems ruptured!" Ratchet retorted. "Keep your distance, Autobots, it could be a virus…"

His damage readout would be ignored no longer, and it informed him in no uncertain terms that his fuel lines were hopelessly mangled. Half-processed energon was flooding his chassis and pouring out of his vents and mouth at an alarming rate. He tried to force himself to his feet, determined to keep going and telling himself he'd fought through worse injuries, but he wobbled and nearly collapsed again.

_Blast it… not now! Not when I'm so close to destroying Prime once and for all! What's happening to me anyhow… if this was Maleficent's doing…_

No. Not Maleficent. She wouldn't dare. Not after they had linked themselves so closely. The only one who would have the gall to do this…

 _Oh, of fragging course._ Starscream had been lurking at the energon station when he and Maleficent had entered that morning. And he had deliberately left a cube for one of them to appropriate. It must have been laced with something foul – and judging by the damage readouts, it was some sort of metallic shrapnel rather than a chemical contaminant. Whether Megatron or Maleficent had been the intended target, who could say… and at any rate, it didn't matter now. The damage had been done.

"Well, well, well," Prime said in a sly, gloating voice. "How the mighty Megatron has fallen."

"Optimus, don't!" Elita raised her arms to bar the way, but a sweep of a violet-armored arm knocked her aside.

Megatron raised his arm, but couldn't manage to get it above waist level. His cannon had never felt so infernally heavy before. For the first time in longer than he could remember, he felt a stab of terror… fear that this might be one fight he wouldn't walk away from.

"I would have waited an eternity for this," Prime chuckled. "It's over, Megatron!" And he fired.

* * *

Maleficent watched with a smug smile as the Decepticons fell upon the Ark, blasting and tearing their way inside. This had gone so much better than she had hoped. With the corruption of Optimus Prime and the inevitable destruction of the Autobots, her revenge against Aurora and her line was complete. Whatever scheme Merlin and those twittering faeries had cooked up to stop her, it wouldn't be enough. Even the keyblade and its wielder couldn't save them now.

The Heartless screeched as they mobbed the doors to the Ark, but with a wave of her hand they stilled, milling restlessly about. They had done their work. If any Autobots managed to escape – and she had a feeling more than one would, given how incompetent most of the Decepticons seemed to be despite their millennia of training and experience – the Heartless could clean up. But for now… let Megatron and his troops have their fun.

_After so many centuries of humiliation… I can finally rest in peace. I have had my vengeance upon the Witwicky line, and they and their descendants will forever remember my name in pain and terror…_

The universe must have possessed a sick and ironic sense of humor – no sooner had those words formed in her mind than a wave of agony swept through her. She gave a hoarse scream and doubled over, clutching her middle, shaking with pain and sudden horror. The Heartless reacted to their controller's state, shrieking and writhing like a nest of ants stirred with a stick, and the Decepticons in the vicinity gave her a wide berth.

Gritting her dental plates, she willed the pain back, forcing her body to uncurl and straighten. Something was terribly wrong. She had fought through wounds before… but somehow this was different. There were no marks on her metallic body, but pain and fear lingered like a sickness within her. Yet they were strangely apart from her, a separate entity, as if coming from another…

_Megatron!_

Another wave of pain flooded her, nearly knocking her out of the sky. Megatron was wounded… had the fool underestimated Nemesis Prime and been injured? Had Merlin finally opted to join in the fighting and dealt a crippling blow of his own? Had some foolish Autobot managed a lucky shot at him? None of these possibilities seemed to fit, but ultimately she decided it didn't matter. Her student – the mech she had blood-bonded herself to – was in mortal peril, and through their link she shared in his pain.

Without thinking she dove, scattering Heartless in all directions as she streaked toward the doors of the base. A cluster of winged Autobots with matching red-and-white paint jobs were guarding said doors, firing on the shadow creatures with everything they had, but a flicker of her power sent green flames sweeping down on them, sending them diving for cover. Cowards… but for now she would use their cowardice to her advantage.

 _Let him die,_ some small part of her urged. _A powerful warrior he may be, more ancient even than you, but he is still not worth your life. The loss of an apprentice, even a blood-bonded one, is inconvenient, but survivable… and his death will not interfere in your plans._

Yet another part of her, a part she had long considered disciplined into submission, sent images and feelings blazing through her with agonizing clarity – the rush of exhilaration as the two of them sparred, the fiery light shining on his armor in the midst of battle, his hand on hers as they took a fuel break together, an electrifying kiss stolen in the thick of a training session. It was silly, stupid, the most idiotic thing to ever happen to the strongest of the dark Fae… but she couldn't deny it, any more than she could deny the magic that coursed through her veins.

Somehow, a clockwork man from another world had managed the impossible – he had stolen Maleficent's heart. And the thought of letting him die at the hands of Nemesis was greater than she could bear.

"Going somewhere, m'lady?"

She whirled in midair to find Starscream behind her, a triumphant grin on his faceplates. Realization struck… and with it, an anger that seared away the horror.

"You… you're responsible for this! You've arranged for Megatron's death!"

"My lady, you wound me with baseless accusations!" Starscream cried, but his voice was oily and smug. "Shockwave and Soundwave have long been plotting your assassination, and they bullied me into providing you with contaminated fuel. How was I to know you would give your cube to Megatron? But sadly, it seems the damage has been done… and I, Starscream, must take up the throne in our fallen leader's stead." His optics narrowed calculatingly. "And alas, that means your bargain with our kind has come to an end, and you must leave at once. Unless you wish to renegotiate the terms?"

She didn't dignify him with a verbal response – she flung her hand out at him, and violet lightning encased him from head to foot. He gave one rasping shriek before his entire chassis twisted and compacted, until a red-and-white goose flapped in the air before her. The bird honked in horrified dismay and wheeled about to flee.

 _Good riddance,_ she thought acidly, turning back to the Ark. _And may you run into a pack of huntsmen on the way out and end up on some fat lord's dinner table!_

Her right wing clipped the entrance as she swooped inside, haste making her careless, but she ignored the pain for now. If she hurried, she could perhaps make it to Megatron's side before Nemesis dealt the death blow.


	21. An Unlikely Hero

"What IS that old goat doing? Can't he see we're in the middle of a crisis?"

"Calm down, Merriweather," Flora advised. "I know we're all on edge at the moment…"

"There's an understatement," muttered Mama Odie.

"But getting upset with each other will do nothing to make the situation better," Flora finished, raising an eyebrow at the voodoo queen.

"He got us into this mess!" Merriweather retorted. "He should at least be doing something about it! Not standing there falling asleep standing up!"

"Oh dear, please don't fight," Fauna urged, patting Merriweather's arm. "You know it upsets me."

"Then get upset for all I care!" Merriweather snapped, throwing her arms into the air. "Am I the only one here who cares that innocent people are getting hurt by Maleficent out there?"

"We all care," Pabby assured her, knotting his stony fingers together. "But it's out of our hands now. It's up to the Autobots to succeed now."

The various Fae and magicians that had come to the Ark to aid Merlin were gathered in a chamber deep in the heart of Autobot Base. Even here, the walls vibrated from the force of the pitched battle outside, and the faint rumble of distant explosions reached their ears. Both Merriweather and the Fairy Godmother were itching to go outside and join the battle, and it had taken both Fauna and Flora to restrain their companion a few times from bursting out of the room with wand blazing.

The others were quietly discussing what to do now, if there was any chance of reversing the curse now that it had taken full effect… but Merlin had set himself apart from the others, eyes closed behind his spectacles, one hand stroking down his beard in contemplation.

"I know that expression," the Blue Fairy noted. "He's having a vision."

"Oh, lovely timing for that," the Fairy Godmother replied with a slight roll of her eyes. "Let's hope it's something actually useful and not an entirely unrelated event five hundred years from now…"

Rafiki shushed her with a wave of a long-fingered hand. "He is awakening."

Merlin gave a little shudder as he opened his eyes, blinking at the Fae and his fellow magicians with a sleepy air. He pulled off his spectacles, wiped the lenses with his beard, and set them back on his nose.

"Where was I?" he asked.

"About to tell us what you've seen, I hope?" asked the Blue Fairy.

"Hmm? Oh, yes, yes… I just happened to witness Unicron."

"Who?" demanded Merriweather.

"Oh, I do love unicorns!" Fauna gushed, clasping her hands in delight. "Such precious creatures! When do we meet this one?"

"No, not unicorns!" Merlin corrected. "Blasted picky creatures with their preference for young maidens, no wonder they're so blasted antisocial and arrogant… but at any rate, it's not anything we can do anything about. It's not for a few years yet, and anyhow it's going to be the Autobots who have the means to deal with that particular crisis."

"What do you mean?" asked Flora.

"I mean that it's up to the Autobots to stop Unicron," he replied. "And for them to be able to do that, means they have to win this encounter. I didn't happen to see Optimus going up against him, however, so make of that what you will…"

Merriweather gave an inarticulate cry of anger and flung her hands in the air. "This is ridiculous! What good's the ability to see the future if you can't even use it to help us get out of this mess!"

"You can't call a vision like a dog!" Merlin retorted. "Honestly, everyone thinks I can just summon up a look at the future out of thin…" His voice trailed off, and his eyes slid shut again.

"Another one," Pabbie breathed. "Has he ever had two in one day?"

"Don't ask me," Merriweather huffed. "I don't make it a point to hang around crazy old wizards…"

His eyes flew open again, and he burst out laughing.

"What's so funny?" Merriweather demanded.

"Well now! That was unexpected!" He pulled a handkerchief from a pocket of his robes and dabbed at his eyes. "Oh dear… this whole affair has been quite surprising, but this tops it all…"

"You gonna share or just keep runnin' yer gob?" demanded Mama Odie.

"Oh, this bears sharing," Merlin replied, still chuckling. "I've seen just who will break the curse on Optimus Prime… and believe it or not, it isn't Elita."

"What… then who?" demanded Flora.

"Oh, you might not believe me if I told you, but here goes…"

* * *

Chaos met Maleficent's optics when she finally reached the corridor where the Autobots had encountered Nemesis. What had started off as a tense standoff had erupted in an all-out brawl, with Autobots swarming over Nemesis in a desperate effort to subdue him. The corrupted Prime bucked and writhed, slamming a black-and-white armored mech into the wall with one hand and trying to shake Bumblebee off his other arm, snarling and roaring with rage. A slender pink Autobot – the much-vaunted Elita, Maleficent guessed, and made a mental note to have words with Jafar at his failure – lay stunned off to one side. Several paces back from the fighting, a blocky white mech hunched over two prone forms…

_Blitzwing… and Megatron!_

The white medic's head jerked to the side as, without even stopping to think, Maleficent blinked to his side in a flare of green flame. A flash of silver flickered in his hand as he drew an improvised weapon – some sort of advanced scalpel, she guessed. It held the gleam of steel, and privately she commended the Autobot for at least having enough sense to know how to fend off one of her kind.

"Calm yourself," she ordered. "I'm not here to hurt you at the moment."

"Begging your pardon, ma'am," he retorted, his voice a snarl of anger. "But given what you did to our Prime, I'm not so inclined to trust you."

"As well you shouldn't," she replied. "But I'm here for Megatron. What's the damage?"

His optics narrowed, and even without reading his thoughts she knew he was drawing conclusions of his own. But he didn't voice them. "I'm doing what I can to patch both of them up. Blitzwing'll live to see the brig… but I won't lie to you, I don't know how much longer Megatron can hold on. Prime did a number on him, and even without that, his systems are a fragging mess."

Maleficent had seen any number of gruesome injuries over the millennia, but she still recoiled at the sight. Megatron's chest plate gaped open, a ragged hole punched through it and charring the metal and inner workings black. Smoke still trickled from the wound, and sparks spit from torn wiring and melted components. Looking at his face, however, was almost worse – black-violet fluid trickled from between his lip plates, and a reddish fluid streamed from his optics as if he were weeping tears of blood.

"The chest wound's bad enough," Ratchet noted, "but his internal systems are shredded. Worse than I've ever seen before. It's like he ingested a fistful of shrapnel."

"His fuel was contaminated," Maleficent retorted. "By Starscream. He intended to assassinate me, but missed his target."

Ratchet seemed utterly unsurprised by that revelation. "I doubt he's complaining about who got caught in the crossfire. And it's overkill, frankly – a pinch would have done the job. He must have made half that cube metal shavings to make things THIS bad-"

A red-armored mech slammed into the wall nearby, sliding down to the floor. Maleficent was no judge of Cybertronian anatomy, but given the sizeable dent in the top of his head, she figured it was safe to assume he wouldn't be getting back up for a while.

"Prime!" Bumblebee screamed. "Stop this! Wake up! I know you're in there somewhere!"

"Shut up, insect!" Nemesis bellowed, flinging the yellow mech aside. Two other mechs piled onto him in response, one a massive silver-and-gold beast so huge he made the dark Prime's knees buckle. He snarled and drew an energy blade, ramming it into the silver mech's gut, and with a terrible roar the monster crumpled.

Maleficent tore her gaze away from the furious battle and bent down to press her hand to Megatron's chest. She hissed in pain as particles of metal suspended in his fluids seared into her palm, but she didn't pull away. Healing was not among her strongest arts, but perhaps she could at least staunch the leaking – it couldn't be called bleeding, could it, when men of metal didn't have blood...

The white-armored medic cursed loudly as a blast of fire tore into his side, and he crumpled, pressing a scarlet hand to the wound. Maleficent whirled to find the muzzle of a weapon aimed at her… but a flash of sadistic glee glittered in Nemesis' optics, and he shifted the weapon to point at Megatron.

She didn't stop to think – she flung a hand out, and the energy blast meant for Megatron glanced off a hastily-erected shield and struck the wall.

"Miserable Fae," Nemesis snarled. "Why risk yourself to save him? Why throw away your life so recklessly?" He stepped closer, firing again and again, growling as she deflected each blast.

Some part of her own mind was asking the very same question. Every instinct within her screamed that this wasn't her fight, that Megatron was nothing more than dead weight. She could easily leave him to Nemesis' mercy and flee. She had accomplished her objective and had nothing more to gain from an alliance with Megatron.

 _No,_ she snarled. _I will not play the coward. I will NOT leave Megatron to die at his hands. If anything were to happen to him…_

She couldn't even force herself to say the words in her thoughts, but the truth of it resounded in her mind anyhow. Somehow, impossibly, she had fallen in love. Somehow she had developed ties to Megatron far beyond their magic-induced blood bond – the very ties she had too often exploited in her own foes and prey. The knowledge should have sickened her… but if anything, it only strengthened her resolve to stay by the warlord's side.

"You fool." A blazing axe, forged from pure violet energy, flashed to life from his right wrist. "In that case, the two of you can die together!"

Maleficent raised her other hand, focusing her power even as she tried to block the shots. "I revoke the curse," she murmured. "Let it be no more."

The medic had just pushed himself upright by now, hand still clamped over his wounded side, and he stared at her with a baffled expression. Bumblebee, too, gaped at her, almost dropping his keyblade in shock. Elita seemed to have regained her senses and was struggling to her feet, and she looked on Maleficent with surprise… and a sense of wondering hope.

Prime didn't even flinch, just strode forward, axe raised.

"I revoke the curse!" Maleficent cried, and clenched her fingers into a fist. "Let it be no more!" She didn't even know if this was possible – she had never tried to revoke one of her own curses before, let alone a corruption spell – but if she had any hope of saving Megatron, this was it.

Green light flared inside Prime's chest, and he grunted and hit his knees. His optics flickered wildly as he dropped his gun and dismissed his energy axe, clutching his chest with both hands. A low keening buzzed in his vocalizer… a keen of pain as arcane energies warred within his own chassis.

Maleficent clenched her jaw and _shoved_ with all her energy at the tangle of magic snarled about the mech's spark. _"I revoke the curse! Let it be no more!"_

Nemesis roared and threw his head back, green and azure light spilling out of the windows set in his chest. Maleficent felt every sensor in her chassis shriek in pain as her own magic resisted her efforts to call it back – it was rooted too deeply, enmeshed within its target like a creeping vine clinging to a crumbling wall. Tearing it free now could destroy its host… and create a backlash of power that could potentially kill her as well.

She would accept the risks. She made a clutching motion with one hand, and sent a tendril of power into Prime's chassis. She latched onto the curse… and pulled with all her strength.

" _I REVOKE the curse!"_ she howled, even as pain seared through her own chassis. _"LET IT BE NO MORE!"_

A blaze of poisonous green light filled the corridor, blinding her optics and sending the Autobots shrieking in pain. Her own optics shut down in an effort to protect the sensors… but within her mind's eye she could see the very essence of Nemesis rip free from Optimus Prime's body. It hung in the air like a malevolent specter, something very nearly possessing a sentience all its own… a sentience that burned with hatred and looked upon her and everything around it with utter disdain, eyes glowing with a cruel light…

The light shifted to a brilliant blue, and at once sight returned. The blue glow drew back into Prime's chassis, where it flickered coolly before fading entirely. The crimson-and-blue Autobot wavered, then slowly crumpled to one side, air gusting from his vents in something very like a relieved sigh.

If the specter of Nemesis remained to haunt them, Maleficent didn't see it – exhaustion swept over her in a cold wave, and before she could muster some sort of defense blackness claimed her.

* * *

Prowl was battered and aching from helm to foot, but he still forced himself to his feet and made for Prime's side. A handheld scanner slid from subspace and into his palm, and he touched it to his commander's neck. All vital signs checked out… but that didn't ease the knot of tension in his spark. Maleficent wasn't to be trusted – for all they knew, this could all be an act, and some measure of her curse would still remain within Prime…

_Prowl!_

He didn't look up from Prime, but he pinged back. _Red Alert?_

_What happened in there? Is she… is she dead? The dark faerie?_

_Unconscious, not dead. Why?_

' _Cuz those shadow monsters are bookin' it!_ Blaster cut in, whooping excitedly. _We got the Heartless on the run! You should see this, man!_

 _Doubtless whatever control Maleficent held over them has been severed now that she's incapacitated,_ Prowl replied. _Any damages?_

 _No one's offline, but Tracks, Hound, an' some of the Aerialbots are a mess,_ Blaster replied. _First Aid an' Swoop're patchin' 'em up. Should I send 'em in for Ratchet to deal with?_

_No… Ratchet took a shot to the side. I want First Aid, Swoop, and Wheeljack to take over repair work until he's repaired himself._

_Got it, boss._

_Sir… what about Prime?_ Red Alert demanded. _Is he…_

_Too early to tell at this time. I will keep you updated. Keep the Decepticons out of the Ark at all costs._

_Will do,_ Blaster replied, _but they're all in a fritz right now with Megatron an' Starscream outta commission. Won't take much to chase 'em back home with their tailfins smokin'._

_Do that. Again, keep me updated._

Jazz had been helping Ironhide to his feet, but he hurried over once he saw Prowl was no longer occupied. "How is he?"

"Too early to tell," Prowl repeated. "Stay back. Just because his colors are back to normal doesn't mean he's still not dangerous."

"Optimus," Elita murmured, kneeling at his side. "He's back… I can feel it. Whatever Maleficent did, it… it saved him."

"But it was Maleficent who cursed him in the first place!" Sideswipe retorted as he got to his feet, wobbling from side to side. "Why would she un-curse him all of a sudden? Whoa… ow… I'm dizzy…"

"Head injuries will do that," Ratchet retorted. "Sit down, lunkhead, until someone's checked out what's left of your CPU." He winced and clasped his side even as he slid closer. "Still, he has a point. After going to all that trouble to corrupt Prime, why would she suddenly change her mind?"

"Who's to say why Fae do what they do?" Prowl replied sardonically. "Ratchet, are you feeling well enough to look after Prime? I know you're injured-"

"Fraggit, takes more than a shot in the side to take me down," he retorted, and dragged himself over to investigate. He pulled a more heavy-duty scanner than Prowl's out of subspace and touched it to the red mech's chest, frowning as he pored over the readout.

"Elita, stay back," Bumblebee urged, placing a hand on her shoulder.

She shook her head. "He won't hurt me. I can feel it."

"All the same, ma'am, we don't want to take chances," Prowl replied. "I want everyone, Elita included, to step back a few paces. At the very least give Ratchet room to work."

Reluctantly the Autobots drew back, though all optics and visors remained fixed on their fallen leader. Even Grimlock shifted restlessly from foot to foot, never taking his gaze off Prime and a worried growl rumbling in his throat.

"Well," Ratchet said at long last, and he subspaced the scanner. "The spark fluctuations are gone. If the scans are any indication, he's back to normal."

Bumblebee sagged in relief. "That's great!"

"All the same, this is magic we're talking about," Prowl replied. "We won't know for sure until he comes back online."

Jazz smirked. "All of a sudden you're a big believer in magic, Prowl."

"Oh, hush," he snapped. "Logical doesn't always mean skeptical, you know."

Jazz opened his mouth to make a lighthearted jab back, but Prime stirred at that moment, and all attention shot back to him. Everyone held their fans in anticipation as his optics flickered back online… optics that shone a clear blue, and that took in the mechs hovering over him with a bemused expression.

"What…" he began, staring blearily up at Prowl. Then his optic shutters snapped completely open, and he sat up with alarming speed. "Bumblebee! Are you all right? Maleficent… that shot was meant for you…"

"I'm fine, Optimus," Bumblebee assured him with a relieved laugh. "Oh Primus… welcome back, sir!"

Prime's head jerked from side to side as he took in the scene in the corridor – the dented and wounded Autobots, the strange weapon in Bumblebee's hands, Elita's presence, the unconscious Fae and injured Decepticons lying on the floor. A flurry of emotions crossed his optics – shock, confusion, fear, horror…

"What happened?" he demanded, his voice soft and heavy with apprehension.

Prowl opened his mouth, but bit back a reply. How much did they dare tell him? How could they tell Optimus Prime what kind of monster he had become, and what kind of evil he had nearly wreaked upon the Autobots? Surely nothing good could come of it…

"We'll tell you later," Elita assured him, resting a hand on his arm. "I'm not sure of all the details myself, but… just know that it ended well. Everyone is safe now."

Prime relaxed at that, but Prowl could read the troubled look in his optics. Soon, he knew they would have to sit him down and tell him everything. He did not relish the thought of that. Prime was one of the most compassionate commanders he had ever had the pleasure of serving, and he knew it would break something in him to learn that he had been that monster known as Nemesis, for however short a time.

But for now, they had bigger problems to deal with. The Heartless and the Decepticons might be on the retreat now, but they still had wounded to repair, a base to secure… and a Decepticon leader and a Fae to capture.

"Jazz, you're still in operable condition," Prowl noted. "Go find Merlin and his comrades and bring them here to secure Maleficent. Ironhide, Sunstreaker, help Ratchet, Sideswipe, and Grimlock to the repair bay. Bumblebee, report outside and ensure none of the Heartless have remained behind to cause trouble."

"Yessir." Bumblebee saluted and transformed, peeling off as fast as a Volkswagon Beetle could manage.

Prime watched him go, then turned back to Prowl. "I want the complete story soon, Prowl. I trust your judgment, but I would at least like to know why Bumblebee is carrying the Matrix."

"I'll give you a full debriefing as soon as possible, sir. For now, we've got a mess to clean up."

"Speaking of mess, I'm not leaving until I've stabilized all the wounded!" Ratchet griped, slapping Ironhide's hands away. "Decepticon or not, they deserve treatment of some kind. And I'll be slagged before I let Megatron die on me before he can face a proper war trial!"

"Ratchet, you're damaged," Prowl retorted.

"My hands and CPU are working just fine, thank you," Ratchet huffed, and he limped back over to where Blitzwing and Megatron lay. He touched his scanner to the silver mech's chest… and cursed softly.

"What is it?" Prime asked, pushing himself to his feet.

"We're too late," Ratchet replied in a tone that suggested he didn't know whether to be upset or happy. "Megatron's been deactivated."


	22. The Ultimate Choice

Elita found Optimus Prime high up on a ledge on the side of Mount St. Hillary, legs hanging over the edge, gaze fixed on the fiery sunset that closed this eventful day. He didn't turn to acknowledge her as she settled down beside him, simply continued to stare out at the horizon. His hand did move, however, reaching out to wrap around hers and squeeze gently.

"I missed you." The words were faint, but resonated in her spark nonetheless. "Not a day went by when I did not wish you could be at my side. I hate this war for many reasons… but the fact that it separates us is one of the most galling."

"I missed you too, Optimus." She slid closer to him, taking comfort in the contact of his broad shoulder pressed against hers. "I'm just glad I can see you again. Even in circumstances this strange."

They were silent a long time, gazing over the landscape that spread out from the foot of the mountain. The Heartless and the Decepticons had left their mark – the Decepticons in the form of fallen trees and charred ground, the Heartless in great black blots as if some short-tempered artist had been dissatisfied with the landscape and flung dark paint at the canvas. The bearded human who had allied himself with Prime's troops – Merlin, Elita recalled – had assured them that time would heal all damages, though the troll and the ape were both nudging the process along with a few carefully applied spells.

Elita wasn't sure how said spells worked, and at the moment she didn't really want to know. Between the djinn destroying the femmes' base of operations on Cybertron and the Fae trying to corrupt Optimus Prime in some overly-complicated plan for revenge, she'd had her fill of magic for the time being.

"It's a shame," Prime murmured. "A shame that it took a crisis of this magnitude to finally reunite us."

"Cybertron is at war," she replied softly. "And our responsibilities have taken us on different paths. But don't think that distance or time has changed how I feel about you."

His head finally turned slightly to regard her, and something in his optics softened at that. "Nor has it changed how I feel about you." Then he shivered, and his optics dimmed with a terrible emotion – not the anger or hatred of Nemesis, but a sadness, a self-loathing, that disturbed her even more.

"Before you say a word, the answer is no," she told him, squeezing his hand tightly. "Seeing you as Nemesis has not changed how I feel about you either. I know that wasn't you. That was the work of another."

He shuddered and drew his hand away. "Elita… Maleficent may have cast the spell that changed me, but I can't help but feel that Nemesis wasn't entirely her own creation. It feels as if that dark side of me, that reverse-image of my spark, was always there, and all it took was her opening the door to draw it out."

"Optimus…"

"I saw myself become a monster, Elita – become one, and _enjoy_ it. How do I live with myself after this?" His hands clenched into fists. "How can I hope to lead the Autobots now, when they've seen this cruel, vicious side of me? They'll never look at me again without fear in their eyes… without seeing Nemesis in my optics. And knowing that I could become that again at any time… it chills me to the core."

"Optimus," she repeated, infusing her voice with as much authority as she could. "Do you honestly think you're the only being in the universe with a dark side? Or is terrified of what might happen if said dark side ever showed itself to the world? None of us is perfect. We all have our flaws and our ugly sides, try as we might to deny them. Even mechs that always seem upbeat and happy, like Jazz or Bluestreak, or who always seem kind and compassionate, like Hound or Bumblebee, have their moments of darkness or cruelty. The trick is to not let those dark sides take over our lives."

"And yet I did-"

"Through no fault of your own." She grasped his chin and turned his head until his optics met hers. "Maleficent might have awakened your dark side, and brought it to the fore. But I would say that it's a testament to the kind of compassionate, heroic mech you are that it took a powerful magic-user to make your dark side come out. Too many mechs are all too happy to release their inner darkness with far less provocation."

Prime's vocalizer hitched as he tried but failed to voice an objection.

"You are not Nemesis," she finished. "You are Optimus Prime. And I love you as much now as I did before. Perhaps more, because I've seen your ugly side… and love you regardless. Because I know you have the strength to keep that side locked away forever."

A weak chuckle bubbled form his vocalizer. "Somehow, you always know what to say to ease my CPU." He drew her into his arms. "Thank you… for being strong in my moment of weakness. Thank you for reminding me who I am."

She hugged him tightly. "You've always been there for me. I'd be terrible if I wasn't there for you." She held onto him, resting her head on his shoulder, loathe to let go. "I know we both have a lot to do still… but sometimes it's nice to just have a moment or two to ourselves."

His hand rested on the small of her back – protective, yet not possessive. "We don't get enough time together… but that's just more incentive to make every moment precious."

Together they watched the sun sink lower, vanishing behind the darkening horizon. Only when the great glowing disc had vanished entirely did she speak again. "What's going to be done with Maleficent?"

Prime sighed softly. "That's for Merlin and his comrades to decide. They have her bound with magic at the moment. I suppose they'll find some means to seal her away again – another Sword of Truth, perhaps, or something stronger."

"Do we get any say in her punishment? She did inflict harm on the Autobots – and I suppose, indirectly, on Cybertron…"

"We have that right… but I'm not sure I want to press it," Prime replied. "The magicians and Fae will know best how to contain her, after all. And we have our own problems to worry about… such as repairing damages to Cybertron, negotiating a truce with the Imperium now that we're aware they exist, and addressing the vacuum of power Megatron's death leaves behind."

"I'm shocked that Starscream hasn't already declared himself leader in Megatron's stead," Elita noted, trying to inject a little humor into the situation.

Prime either missed said attempt at humor, or wasn't in the mood for it. "Starscream has not surfaced since the battle, which means he was either killed in the fighting as well or has been restrained from taking the throne. Perhaps Soundwave or Shockwave reigns in his stead, or perhaps some general or officer from Cybertron is trying to take over now. We don't know… and it's the not knowing that worries me most." He sighed again. "Funny… I never thought I'd be fighting a Decepticon leader who wasn't Megatron. He and I have been foes for so long that I almost know him better than I know my own officers. For him to just be… gone… feels strange."

She allowed herself a little smirk. "Careful, Optimus. That almost sounds like sympathy for Megatron. Or a crush."

"Please," he groaned, and finally let a little levity creep into his voice. "He's not my type, and I suspect he already has a girlfriend. Or rather, _wasn't_ and _had._ Still… knowing he is gone is some relief. I know there are other Decepticons vying to rule, many just as bad or worse than Megatron, but being rid of that terrible figurehead is some victory, at least."

"It means a morale boost to our troops," Elita agreed, "and hopefully a blow to the Decepticons that they won't soon recover from. Maybe this will mean the end of the war at last." She went silent a moment, pondering. "What Maleficent did, though… revoking her curse to try to save Megatron… I didn't think someone as supposedly evil as she would be capable of that."

Prime remained silent, gazing at the smear of light on the horizon where the sun had vanished, the last watery light of dusk casting a silvery gleam over his armor. She had just opened her mouth to suggest they go back inside when he spoke again.

"Perhaps Maleficent isn't so different from us," he murmured. "Just as every one of us has a dark side, so she has a more honorable, even good side. And we were fortunate enough to see chance bring it to the fore today."

"Not chance," Elita replied. "Love. It took an act of true love to save you – not the one we were expecting, but an act nonetheless. And Merlin did say love is one of the most powerful forces in existence… powerful enough to even work a miracle…"

* * *

Maleficent woke up with a vague sense that something was very, very wrong, and even as awareness returned she cast about to find the cause. The first was obvious enough – she was still in this awkward mechanical body, a body that throbbed with pain and painted the side of her vision with a bothersome list of damages. The second was a bit more pressing, however… the fact that she couldn't move.

"Ah, you've awakened at last, my lady!" a voice far too chipper for her current mood burst out. "Quite the reversal, isn't it? You're not used to being the Sleeping Beauty of the tale, are you? Now don't try to sit up, you've just come in fresh from a battlefield and need to recover. Besides, you're kind of tied up at the moment."

She onlined her optics and glared at Merlin, who perched on a table beside the gigantic bed she found herself lying on. Or more accurately, found herself bound to. A network of silvery-white strands, each thin as maiden's hair, shimmered over her body like a spider's web. Said strands glimmered with power, however, and she didn't need to test her bonds to know that despite their delicate appearance, they were strong enough to chain a dragon. Evidently Merlin and his retinue of goody-two-shoe magic users were taking no chances with her and had spent a great deal of their personal energies to restrain her.

"I haven't the stomach for your jokes, Merlin," she snarled. "Nor the patience. Release me."

Merlin arched a bushy eyebrow. "Do you really take me for that much of a fool?"

"Release me," she retorted. "Undo my shackles and I will leave. I'm no fool either, and I know when I am defeated. I shall trouble the Autobots no longer."

The wizard gave a soft chuckle. "Somehow I don't believe that. You've a long vindictive streak, and somehow I don't think the damage you managed to do to these Cybertronians has managed to slake it."

 _Pity. The powers of righteousness have wised up over the years._ There was a time when the simple promise to do no more harm would have been enough for an opponent to let her go, that she might lick her wounds and ready herself for vengeance. It seemed Merlin wasn't going to fall for that trick, however. And he was perfectly, maddeningly correct, of course – she wanted nothing more than to free herself from her bonds and unleash hell upon the Autobots for the humiliation she had endured. Not only had they defeated her Heartless, but they had seen her at her most vulnerable, trying to shield Megatron from…

_Megatron. He must be here – a captive as well, but surely either the magic-users here or the Autobots' healers must have seen to his wounds. He must be all right…_

"Something's on your mind, Maleficent." Merlin shut the book in his lap and gave her a thoughtful look. "You have a question?"

She glared at the old man. Was she really that transparent? "What has become of the Decepticon leader?" She kept her voice firm, demanding, masking any emotion that might betray her true interest…

"You needn't keep up the charade, you know," Merlin pointed out. "Quite a few Autobots and even some humans saw your valiant efforts to save Megatron's life. Quite charming, really – a Fae and a Cybertronian, falling in love. It's almost adorable!" He chuckled as he combed his fingers through his beard. "I never thought I'd see the day-"

"Save your babbling, you fool!" she snarled. "Where is he?"

Merlin rubbed a hand across his face, and his look of mirth vanished as surely as if he'd just scrubbed it off. "I am afraid, Maleficent, that Megatron perished at Nemesis' hands."

It was as if someone had punched her in the gut. Her fans stilled, and she had to consciously remind herself to continue to cycle air. "You're lying," she hissed.

"I can assure you I'm not," Merlin murmured. "Nemesis wounded him badly in their encounter, and if Ratchet is to be believed, Starscream's assassination attempt mangled his internal systems badly. He might have survived one or the other, especially with your efforts to heal him… but both at once were too much to handle."

She snarled and tried to sit up, screeching in pain as her bonds cut into her armor and seared her paint as if they were cold iron. _"Liar!_ You lie to torment me, you doddering fool! He's alive – he must be! He has to be!"

Merlin simply let her vent her rage, folding his hands in his lap and watching her with something almost like sympathy in his eyes. She cursed him in every language she knew, even the few scraps of Cybertronian profanity she had picked up in her brief time with the Decepticons. She threatened him with every punishment and act of retaliation she could think of, from turning him to stone and sinking him to the bottom of the sea to going back in time to erase him totally from existence. All the while her optics burned, her vision fogging over as cleanser built up in the ducts beneath them.

Finally, strength spent, she collapsed back on the berth. She felt hollow, exhausted… and in far more pain than she had ever felt before. Even Phillip's death blow all those centuries ago couldn't compare to the ache in her core. Megatron was gone… as much as she tried to deny it, she had to face the truth. The student she had blood-bonded herself to – and the warlord who had somehow managed to steal her heart – was gone, killed by his own subordinate's treachery.

 _And your own,_ something in the back of her mind sneered. _Don't blame Starscream for all of this. Your curse on Optimus Prime played a role in killing Megatron. Had you not forged the curse that created Nemesis, he never would have dealt that killing blow…_

Merlin spoke up at last: "So Maleficent has tears to shed after all."

Only then did she register the feeling of cleanser streaming down her cheeks. She tried to reach up to wipe her face, found her hand wouldn't move, and settled for turning away from Merlin. A hulking silver-and-gold Autobot lay in the next berth, snoring faintly and with fresh weld marks in his belly, and she kept her gaze focused on him. She hated Merlin right now, hated that a longtime foe had seen her weakness… and so accurately predicted that her alliance with Megatron would bring her to this state.

"I never thought I would say this to you, Maleficent," Merlin went on, "but I truly am sorry. Love is a powerful force, but a devastating one as well… and I wouldn't wish this kind of heartbreak on even my worst enemy."

"I don't want your pity." She tried to force some amount of venom into those words, but they came out a pained whisper. "I want to see his body."

Merlin was silent, and she shuttered her optics, waiting for him to deny her request or simply leave without a word. She was a prisoner, after all, and a dangerous one at that. She had no rights here. All she could look forward to at the hands of her captors was another imprisonment or some sort of destruction.

"I will speak with my fellow magicians and with Optimus Prime about that," he said at last. "Perhaps we can arrange something before we decide on your punishment. I don't see any harm in one last look, after all." A moment of silence, and then a soft _poof_ announced his departure.

Maleficent shuttered her optics, struggling to rein in her grief. Such fits of emotion were unbecoming for a Fae, really… And she had lost lovers before – Megatron certainly wouldn't be the first mortal lover she had taken, and he wouldn't be the last. This was a setback, nothing more. She would recover from losing a blood-bonded student, and soon his death would be nothing more than a slight bump in the road.

It was one thing to tell herself all this, however, and quite another to believe it. As much as she tried to force herself to think logically, no amount of reasoning could quell the pain in her heart. Megatron's death had wounded her heart, and that sort of wound was not one that would heal anytime soon, not even with the most powerful magic.

_Magic… I wonder…_

She blinked her optic shutters, clearing the protective glass until she could see clearly again. Then she focused her energies on something constructive – accessing her subspace pocket. It would seem, in all the chaos of the battle, the Autobots had neglected to empty it. Not that she had much in there to begin with – just an insignificant oil lamp. Nothing for mechanical beings to worry about, right?

The lamp emerged from subspace and into her palm, and she let her thumb brush against it, taking extreme care not to crush the artifact. Perhaps her bonds kept her from accessing her own magic, but she had another being's magic at her disposal still…

Jafar must have sensed that circumstances called for stealth – he materialized beside her berth without smoke or lightning or any other theatrics. He wore a grin that she wished she could slap off his face, however, as his gaze moved up and down her body.

"Why Maleficent, you're looking a little tied-"

"Finish that pun and I'll melt your lamp down into slag," she spat. "I make my second wish now. Remove my bonds."

Jafar mulled over the command a moment, as if trying to decide if it was worth his time to bungle the wish somehow. Then he raised his staff, the jeweled eyes of the serpent's head flashing, and the silvery strands disintegrated into white ash.

"That's two wishes," he noted. "And I believe we had a bargain – the third wish would be for my freedom."

She sat up and brushed the dust from her armor, pointedly ignoring the reminder. "Help me find Lord Megatron."

"That had better not be your third wish. We had a deal-"

"Shut up and help me," she snapped. "That's not my third wish, but a suggestion that I advise you follow if you want me to uphold my end of the bargain."

Jafar curled his lip in disgust, but followed her without protest as she slipped away from her berth and set out to explore the repair bay. Aside from the sleeping Autobot – Grimlock, if she recalled correctly – the medbay appeared to be deserted. She had expected a guard of some sort… though perhaps they had simply assumed that a magical restraint would be enough to contain her and guards weren't necessary. Their oversight was her gain, then…

She found him in a small room that might have once been a storage closet, but had the look of being hastily emptied out and remade into a temporary morgue. A single berth stood in the middle of the room, its occupant draped with a gray cloth. Her internals churned, but she forced herself to reach out and pull the cover back, revealing Megatron's chassis.

She thought she was prepared for this moment… but the sight of the warlord's body, the bright silver gone dull gray and the chest bearing an ugly crater, nearly made her purge on the spot. Someone had made a token effort to clean him up, but oil and other fluids still streaked his plating, and his faceplates were still contorted in an expression of angry pain. Death was never pleasant to look at, and somehow the fact that this body was metal rather than flesh made no difference.

Carefully, she reached out to shutter his optics and smooth the snarl from his lip plates. Useless gestures, she knew, but he would have wanted to look dignified even in death.

"I never knew you to have a sentimental streak," Jafar noted dryly. "Now… our bargain?"

She whirled to backhand him, hissing in frustration as her hand passed right through his body as if it were illusion.

"Oh my, what a temper." Jafar chuckled. "If I didn't know any better, I would say you had feelings for this mechanical monster."

"Shut up," she spat. "I make my third wish now – restore Megatron to life."

Jafar raised an eyebrow. "No."

"You DARE defy me?!"

"Keep your voice down, my lady. Do you want your jailers to discover you've escaped?"

"Bring. Him. Back." Each word was a snarl, bitten off and spat out through clenched dental plates. "I. Command. It."

"I will not grant that wish." Jafar's voice dripped with a gloating glee, taking great pleasure in denying her request. "Not only does it conflict with our bargain, but it's quite outside what I'm capable of. Must I remind you that djinns cannot raise the dead?"

She roared wordlessly and slammed her fists down on the berth, narrowly missing Megatron's arm. If her heart had been wounded before, now it felt on the verge of breaking entirely. Jafar had been her last hope, and now even that hope was slipping through her grasp.

 _He's only a mortal,_ she told herself. _Yes, you were stupid enough to fall for him, but that's your own fault. Accept that he's gone, move on, and do not repeat this mistake. Use the pain to strike back at the Autobots, to exact vengeance for what they have taken from you…_

 _No._ She shook her head. _No. I will not accept that. Revenge will not bring Megatron back. You got into this mess by demanding vengeance in the first place, remember? There has to be another way… and if it means breaking the cycle and foregoing revenge, so be it. Jafar's magic cannot bring him back… but surely another's can…_

As if reading her thoughts, Jafar spoke up again. "If you grant me my freedom, Maleficent, perhaps I can assist you in finding what you seek."

She turned to glare at him. What was he playing at? The two of them were similar creatures – not out to aid another unless there was something in it for them.

"Fulfill your end of the bargain," he told her. "Release me. Then I shall tell you how he might be restored to life. But be warned – it might be a price you aren't willing to pay."

She narrowed her optics, not liking the sound of what he had to say already. But she saw no reason to break her bargain with him. He had fulfilled her first two wishes without subverting her will, and had only denied her the third because it was beyond his abilities. And though the djinn were a powerful race, she doubted he would be a threat to her once he gained his freedom. As for his advice… it would be mere words. Words she could accept or ignore as she saw fit.

"I make my third wish," she said slowly. "I wish for your freedom, Jafar."

A peculiar buzzing sensation rattled in her mind, and for a moment she wondered if she had made a fatal mistake. But an alarm pinging in her HUD eased her slightly – it was the contents of her subspace pocket vibrating with the force of the powers at work. The shaking ended as abruptly as it had begun as the lamp's hold over Jafar was shattered… and a sadistic grin crossed the djinn's face.

"There, was that so hard?"

"Shut up," she snapped. "Tell me how to restore Megatron."

He smirked, looking into the ruby eyes of his scepter. "Why would I want to do that? It's not as if you could compel me…"

She raised her hand, green lightning arcing between her fingertips. "You may be a free djinn now, but I can still hurt you."

"Temper, temper," he scolded, shaking his head. "No need for hostilities, Maleficent. I'll tell you… but somehow I doubt you'll be willing to make the sacrifice such a restoration might entail."

Her optics narrowed further. "What do you mean?"

"I mean that it takes incredible power to restore the dead," he replied. "Greater than my own… greater than perhaps any sorcerer or magician in existence. The inborn power of a Fae might be just enough… but it would take every last scrap of your power, and there would be no chance of you regenerating it. Mortal you would be, to the end of your days… however long they might be."

She flinched. Well… he had warned her she wouldn't like the price. And there were reasons raising the dead was such a difficult act of magic – if any sorcerer could resurrect the deceased, the world would be crawling with raised souls. The power was hers… but was she willing to make the sacrifice?

"And with that, farewell." Jafar flashed her a Cheshire-cat grin. "I'll collect Iago and then be on my way to have my own vengeance. And be warned, Maleficent – the next time we cross paths, I won't be quite so generous." And he vanished in a puff of scarlet smoke.

Maleficent's gaze returned to the cold chassis before her. For a long moment she simply stood over the body, holding a limp, dark-gray hand in her grasp. For a moment that seemed an eternity, she grappled with a decision that would quite literally change her life forever. Saving Megatron would cost her all her magic, all her ability, even her nature as one of the Fae, and the thought of paying such a terrible price struck a cold dread in her heart.

And yet which was worse – a life guaranteed to end someday, or an immortality of loneliness? For as much as the Decepticon warrior infuriated her, he had also done the impossible and won a place in her heart. That was an accomplishment in itself… and somehow she knew that she would never experience anything quite like this again.

The doors to the repair bay hissed open, and she tensed as the voices of Ratchet and Merlin drifted toward the makeshift morgue. She had mere seconds before they discovered she was missing; if she was going to act, now was the time.

She shuttered her optics and focused all her will, all her strength, on gathering every last scrap of power she could manage. The magic filled her to the brim, searing through her body until she thought she would burst from it. It roared in her audials and burned through her sensory network, a raging inferno of arcane energy that threatened to slip its reins and escape her entirely.

She reveled in the power a moment, knowing she might never feel it again. Then she leaned over Megatron's chassis, her faceplate hanging just over his.

"Wake," she murmured, and brushed her lips against his in a kiss.

The world imploded on her the moment their lips touched. All the pent-up power in her body didn't just drain from her – it slammed from her chassis to his with such force she collapsed. She opened her mouth to scream but could get no sound out, groped blindly for something to cling to but could feel nothing. The power was gone, leaving a great gaping void that threatened to consume her.

Megatron's body glowed a vivid green, so intensely it overwhelmed her optics and forced them to shut down. Dimly she could hear voices shouting, footsteps approaching, but she could do nothing about them. She hadn't the strength to fend off a baby unicorn, much less an Autobot or magician with murder on their minds…

On the berth, the glow faded… and Megatron's optics flickered, then glowed with a deep ruby light.

* * *

Merlin knew he should have expected something like this. Maleficent always seemed to have a trick or two up her voluminous sleeve, after all, and she was a slippery one to try to capture or destroy. He had rather hoped that the combined magics of five Fae, three magicians, and a troll could have kept her chained, but it seemed she'd found a way to loose her bonds anyhow. A pity.

"Frag it all to the fragging pit," Ratchet snarled. "I'd say to lock the doors, she couldn't have gotten far, but she's a fragging faerie and could be anywhere by now, couldn't she?"

"An accurate deduction, good doctor," Merlin replied from his perch on the white Autobot's shoulder. "Though I suspect she didn't go far at all. Unless you've moved Megatron's body in the meantime?"

"It's still in the closet," Ratchet replied. "But what would she want with Megatron now that he's dead?"

"I have my suspicions," Merlin replied. "Shall we investigate?"

Ratchet opened his mouth to say something – perhaps to agree with Merlin, or perhaps to deliver some of the creative profanity he was noted for. But a flood of arcane energy filled the room before he could utter a word, energy that made his skin break out into gooseflesh and his hair and whiskers bristle and spark with residual magic. Emerald light flared from inside the chamber where Megatron's body lay in repose… the emerald light that was Maleficent's signature on any spell.

 _That's a stronger spell than I've ever felt her cast before,_ he realized. _Stronger than almost any magician is capable of! I've only felt it once before, though… surely not. Surely she wouldn't do such a thing. Her ego is too great, her pride in her abilities and heritage too strong…_

Ratchet broke into a run, and Merlin would have flown off his shoulder entirely if he hadn't reached down hastily to grab at a panel of metal.

"Oh confound it, slow down!"

"And let that blasted fairie wreck my medbay?" Ratchet retorted. "I dunno what she's up to, but it can't be any good-"

The door to the temporary morgue blasted open with a pulse of violet energy – not magic energy this time, but a point-blank shot from a plasma cannon. Ratchet went sprawling, and Merlin went airborne. A quick burst of power on his part rectified that, at least, and soon he was hovering over the fallen medic in the shape of a blue-gray owl.

"My goodness, are you all right?"

"Fine," Ratchet grunted, sitting up with a scowl. "Just stunned a bit… oh, frag me with an electro-pike…"

Megatron stepped out of the room, wreathed in smoke, plating gleaming like the armor of a triumphant knight riding out into battle. The mangled wound in his chest was gone, replaced by smooth metal and the sinister violet crest of the Decepticons, and all traces of the damage Starscream's tainted energon had inflicted had likewise vanished. He looked as new and whole as if he had just stepped fresh off the assembly line… and judging by the smug grin on his face, he knew full well that he had just cheated death and intended to flaunt this victory for centuries to come.

It was what he carried in his arms that caught Merlin's attention, however – a black-and-green Seeker, optics dim and limbs limp with exhaustion.

"Ah, Maleficent." He gave a hooting chuckle and landed on Ratchet's shoulder. "You have a heart after all."

"How can you find this mess funny?" Ratchet demanded.

"Both of you shut up," Megatron snapped. "I ought to destroy both of you on the spot, just on principle. But I'm in a good mood at the moment and am feeling merciful. Don't get in my way and keep your mouths shut, and you'll live to die another day."

Ratchet opened his mouth to retort, but Merlin pecked at his jaw to shut him up.

"I thought you'd see it my way." His gaze moved to the femme in his arms, and for an instant an unexpectedly tender expression crossed his faceplate. It vanished so quickly one might decide they had imagined it… but Merlin knew better.

"Come, my lady." Megatron shifted Maleficent in his arms for a better grip. "We have a base to get back to, and a Decepticon army to rule together."

Maleficent's optics flared brighter for a moment. "You… had better… be worth all this trouble… Megatron." And a smile crossed her faceplate before she fell offline.

Megatron bent down to kiss her forehead. "I swear to you, my lady, that your sacrifice will not be in vain." And he strode out of the medbay, carrying Maleficent in his arms as if she were a new bride.

Merlin chuckled and shifted back to his human form. "Oh, those two will be good for each other! I must say, I didn't see this coming… oh, do shut your mouth, Ratchet. You'll catch flies."

Ratchet snapped his jaw shut but continued to stare after the departing couple. "What the flying FRAG just happened?"

Merlin laughed again, though softer and more knowingly. "Something miraculous happened, Ratchet. Not just the defiance of death, either… but an act of love."

Ratchet shook his head. "The Great Slagmaker isn't capable of love. And I don't believe she is either."

"I would have said the same thing at one point… but the universe has a way of surprising us." He sighed as alarms blared throughout the base – alarms announcing the escape of a prisoner. "We'll talk more later. For now I have a lot of explaining to do to my fellow magicians…"


	23. Epilogue

Prime really didn't want Merlin to leave. From the beginning he had known he wouldn't be staying at the Autobot base forever, and that the presence of a wizard didn't necessarily mean protection from more malicious magic-users. He had been proof of that… though letting his thoughts linger on that for too long still made him uncomfortable.

But some part of him wanted to convince Merlin to stay aboard the Ark anyhow. And at least it seemed like he wasn't alone in that respect. What seemed like half of his forces stationed here on Earth had gathered at the doors of the Ark to wish the old wizard goodbye. His allies had long since departed, vanishing as quickly as they'd arrived, but it seemed Merlin wanted a proper farewell and not to simply fade into thin air.

"Aw man, are you sure you have to go?" Wheeljack sounded less like a highly accomplished engineer and more like a whiny sparkling. "We didn't even finish the magic-resistant shields! An' there's so many other projects I drafted up for us to work on together! An' you're takin' off before we can even get started?"

Merlin chuckled softly. "I enjoyed our research together, Wheeljack, even if it did end in a few too many explosions. But my time aboard the Ark has come to a close. With Maleficent no longer a threat to the Autobots, I must move on. There are still other practitioners of the darker magicks out there… and with Jafar now free from his lamp, we've got yet another to worry about."

"And you're certain you can't use our help?" asked Elita. "I know more than one of the femmes under my command are itching for a fight with him after he destroyed our base."

"Understandable, but I doubt that's a fight you can win," Merlin replied. "A djinn bound to his lamp is dangerous enough, but a free djinn, one not bound by the laws of the lamp, is a threat only the most powerful magician – or another, more benevolent djinn – can stand up to." His eyes twinkled, as if he knew something he didn't want to divulge at the moment. "But I admire your spirit, Elita. Optimus, keep her around, all right?" He winked up at Prime.

Prime chuckled softly in reply. "I'll be sure to." He lightly squeezed Elita's hand in his.

"What about the Heartless?" asked Bumblebee. "What if they come back? Now that we've dismantled the keyblade, we don't have anything to fight them off." One of the first things Prowl had ordered once the battle was over was for the Matrix to be restored to the Prime. Unfortunately, the only way to do that had been for Merlin and the other magicians to take the Prime Ascendant apart… and while the rest of its components were still in Bumblebee's possession, it was powerless now without the Matrix to fuel its energies.

"Without Maleficent, the Heartless are disorganized and without a leader," Merlin assured them. "We have other keyblade wielders who should be able to mop up the remainder. But should the worst happen… well, someone will be here to reassemble the Prime Ascendant for you."

The wizard stooped down to pick up his traveling bag. "And with that… I'll be off now. I've an alien creation to drop back off in Hawaii before I can return to my other duties. You take care of yourselves, Autobots and Witwickys, and keep an eye out. You never know when a little magic might spring back up in your lives."

Prowl groaned from somewhere behind Prime.

"Merlin… we thank you," Prime told the magician, kneeling to better address him. "The Autobots are indebted to you and your allies, and we cannot repay you enough for what you have done for us."

"Us too," Sparkplug added. "Without you, my son and I would have been in way over our heads. Thank you for everything."

"Thanks," Spike added. "Though… I won't lie, I'm gonna miss Stitch. He can be hyper and destructive, but he's actually kind of cute once you get over that."

Stitch peered out from behind Merlin and gave a snarl. "Only Lilo allowed to call Stitch cute."

"Now, now, Stitch, the boy meant well," Merlin assured him. "And Carly, I do hope the fairies weren't too overbearing with you."

Carly rolled her eyes a little, but smiled. "They did get annoying, but after a while I guess I just saw them as eccentric aunts. They're not half-bad… for fairies, I guess. Will we see them again?"

"Given that the Witwickys are direct descendants of Prince Phillip and Princess Aurora, I would say that's a definite possibility. Your family has always been touched with a little fae magic, and perhaps that accounts for a lot of your luck in dealing with the Decepticons. Well, and some good old-fashioned smarts never hurt anyone either. Goodness knows intelligence is just as powerful as magic in some respects… oh dear me, I'm rambling again. I'd best be off before I get distracted again."

And with that, Merlin and Stitch vanished in a puff of white smoke.

Prowl gave a deep sigh of relief. "If I ever lay optics on anyone claiming to be a magician or a fantastic creature again in my functioning time, it'll be too soon."

"Aw, c'mon, man!" Jazz laughed. "That was the most fun we've had on th' Ark in ages!"

"Define fun," Prowl said dryly.

Prime left his second- and third-in-command to bicker good-naturedly and turned to go back into the Ark. Elita and Bumblebee followed close behind, the former nestling her hand in his, the latter staying close to his side like a golden shadow.

"Are you doing okay, sir?" asked Bumblebee.

"For the twenty-seventh time, Bumblebee, I'm just fine," he assured the minibot with a little laugh. "You don't need to ask every thirty astroseconds."

"I know, I know," he replied. "It's just… it's hard not to worry. After seeing Nemesis and how he took you over… I'm sorry, I shouldn't talk about it, should I?"

Prime felt his spark ache at those words. He couldn't imagine how horrifying – and traumatic – it had been for the Autobots to watch him turn into a monster, to see the specter of Nemesis overtake him. He could only be grateful that only a handful of his troops had seen him in that state. And Ratche, Ironhide, and Jazz, thank Primus, still treated him the same as ever. As for the others…. Sideswipe and Sunstreaker were still a little skittish, and Grimlock had avoided him since the day of the battle. Ratchet assured him all three would come around eventually, once they had some time to process what they had seen and accept that Nemesis was gone for good. He could only hope.

"I won't forbid you from talking about it," he said at last. "And Bumblebee… I can promise you that Nemesis isn't coming back, if that's what you're worried about."

He shook his head. "I'm not worried about that… I know that wasn't you. But… I can't help but feel responsible…"

"No, 'Bee. Don't beat yourself up about this. What happened, happened. And it turned out all right in the end." He rested his free hand on the minibot's shoulder. "If I had to do it all over again, I would still take that shot for you."

He could feel Bumblebee's joints relax beneath his hand, and that in turn eased some of the ache in his spark. Despite everything, he hadn't lost the trust of one of his younger soldiers. Somehow, knowing that Bumblebee trusted and believed in him meant a great deal to him.

"Enough of this dark talk," Elita urged. "Seeing as I'm here until Ultra Magnus sets up a new femme base on Cybertron, why don't you two give me a tour of the base here?"

"With pleasure," Prime replied, and he led her further into the base. The war would separate them far too soon, and so long as Elita was on Earth, he intended to make the most of his time with her.

* * *

Maleficent's faceplates contorted into an expression that couldn't seem to decide between annoyance and amusement. "Well… I suppose that's a LITTLE closer to what you intended. Try again."

Soundwave dropped his hands and regarded his handiwork without a word, though even through the mask it looked like he was smirking. Rumble and Frenzy weren't as reserved and nearly fell over themselves laughing. Ravage cupped a paw over his muzzle to stifle a laugh, and even Buzzsaw and Laserbeak tittered with glee.

"I gotta say, the peacock form's fitting," Rumble got out between bouts of laughter. "Considering how often you used to strut around with your olfactory sensors in the air."

"Hey Soundwave, maybe next you should try making him a chicken!" Frenzy cackled. "Be even more fitting for him!"

Starscream flapped his wings and screeched at the cassettes, his tail feathers fanned out in a brilliant display that nonetheless quivered with fury. Then he turned to glower at Soundwave and Maleficent, silently demanding that they do something about the smaller mechs.

"Don't look so put out," Maleficent advised him. "Considering your little assassination attempt, we could easily leave you locked in an organic form and consider that your punishment. I think Megatron's being quite generous in allowing us to restore you to your true form."

Starscream twisted his neck around to glare at Megatron. The silver warlord just glared back, and Starscream gave a squawk of irritation and folded his tail back up, settling down to await Soundwave's next attempt.

"Try again, Soundwave," Maleficent ordered. "And this time do not allow outside thoughts to intrude. They can disrupt the spell too easily. And Rumble and Frenzy, do not try to sabotage his efforts again."

"Oh come on, thinkin' 'peacock' as hard as we could at him was fun," Rumble retorted.

"Weren't even expectin' it to work, but hey, we're not complaining," Frenzy laughed.

"Both of you shut up," Megatron snapped, though he didn't bother to hide his grin.

In the weeks since the disastrous battle against the Ark, things had more or less gone back to normal aboard the Nemesis. The Decepticons had accepted Maleficent among their ranks with remarkably little fuss – even Soundwave and Shockwave, once vehemently opposed to her presence, had no objections. It seemed the loss of her powers and her permanent transformation to a Cybertronian form had eliminated her as a threat in their optics. And even the corridor Maleficent had altered with her magic had been restored to normal, with Maleficent only insisting that her quarters remain untouched.

Starscream had flapped his way to the Nemesis a week after the battle, still trapped in his goose form and honking up a storm. He had unbent his pride enough to seek help from Maleficent… and had been irate to discover she no longer had the ability to undo his transformation. And quite frankly, Megatron had been tempted to either squash the Seeker-turned-feathered-organic for his treachery, or just leave him stuck as a water fowl for the rest of his life as punishment.

That had been before he learned that Starscream hadn't acted alone in his assassination attempt. The knowledge that two of his most loyal subordinates had nearly murdered him rankled deeply; never mind that their target had been Maleficent, he did not take such treachery lightly. Both mechs were far too valuable to simply execute, but Shockwave had been swiftly demoted and sentenced to fighting on the front lines among his drones until he could earn his way back into Megatron's good graces.

Soundwave, meanwhile, had a more creative punishment in store. For if Maleficent was to be believed, his Communications Officer had the potential to become a magician as well… and unlike Megatron, he possessed his own innate talent and didn't require a blood bond with a more experienced sorcerer to work magic. And though Maleficent could no longer work magic, she still retained the knowledge necessary to do so.

It was only fitting in Megatron's CPU, then, that Soundwave learn the art of magic from her. Neither the tape deck nor the former Fae were necessarily happy with the arrangement, but they had complied. And the luckless Starscream would serve as a handy test subject while Soundwave learned to master his powers.

The peacock gave a shrill cry as he flickered with azure light… then his feathers hardened, taking on a metallic gloss. His eyes shone bright red, and the fan of feathers trailing behind him became overlapping plates of steel. By the time Soundwave finally dropped his hands, snuffing the glow of power, Starscream had shifted from organic bird to mechanical.

"That's a step in the right direction, at least," Maleficent noted. "No more for today. We have made progress, but there is much more you have to learn."

Starscream shrieked and beat his wings, as if to insist he couldn't remain like this.

"Oh, hush," Megatron growled, shooing the cyber-peacock away with a wave of his hand. "Even a change of form hasn't made you any less obnoxious. Perhaps we should leave you like this to learn a little humility."

"Doubtful," Soundwave noted, in as close to a joke as the Communications Officer ever got. "Starscream: slow learner." He opened his chest, letting his cassettes climb back inside, and walked out without another word. Starscream trailed after him, still grumbling and squawking to himself and ruffling his metallic feathers.

Maleficent huffed a snort of air through her vents. "You should have killed Starscream when you had the chance. Soundwave is correct – he won't learn a thing from this experience. He'll only be all the more determined to kill you after this."

"I'm fully aware of that," Megatron replied. "And I accept the risk. Starscream is a vain and backstabbing pain in the aft, but he has his uses. And better to have him close where I know what he's up to, than off on his own plotting Pit-knows-what."

Maleficent nodded, though she wore a slight frown of disapproval. But she didn't say anything, only turned to face the room's wall-to-wall window. She folded her arms over her chest and gazed out into the hazy blue of the surrounding oceans, sinking into her own thoughts.

Megatron moved to stand beside her, though he kept silent, not wanting to disturb her. The former Fae had adapted remarkably well to life as a Cybertronian, far better than he had expected. She still had some organic mannerisms, but she was slowly learning the ways of his kind as well, gradually assimilating herself into her new culture. He felt confident that within a few more of this planet's lunar cycles, no one would ever be able to tell that she hadn't been a robotic life form all her life.

And yet there were moments like this when she let her guard down, when it was all too obvious that she felt she had lost something precious. She never wept or cursed her lot in life – that wasn't her way – and she seemed determined to make the best of her new situation. But Megatron would catch her staring pensively off into space, or murmuring the words to a defunct spell, or watching Soundwave cast a small enchantment with a look of longing and envy on her faceplate. She would quickly shift her expression whenever she thought he was watching, but he knew the truth.

When the silence between the two of them began to strain, he spoke again: "You miss it."

She didn't question his statement – she knew perfectly well what he referred to. "For thousands of years I was one of the most powerful of my kind. I knew the thrill and wonder of working magic, of letting the power sing through my veins until I thought I would explode into a supernova of arcane power. And now I find myself a mortal – a long-lived mortal, but mortal nonetheless. I cannot so much as light a candle now… and seeing Soundwave working the same powers I used to wield, even on such a small scale, is… difficult."

Megatron frowned, sensing that the word "difficult" was an understatement. He couldn't begin to imagine how painful it had been for her to give up her powers, her very identity, to bring him back from the Well of All Sparks. It had to be torture for her to teach another, even if they were nowhere near the level of her former power.

"I can stop the lessons-" he began.

"No," she cut in. "The lessons continue. Soundwave has allowed his powers to stagnate for far too long. Someone must bring him to his full potential, and it must be me. To not teach him and make use of his full abilities is like being in possession of a fantastic weapon and leaving it to rust in your armory."

He thought to argue that point, but it would be useless. When Maleficent had her CPU set on something, nothing would dissuade her from it. Besides, she was the only mechanism aboard the Ark who knew anything about magic. There was quite literally no one else to teach Soundwave.

"I swear to you, Maleficent, that we will find a way to restore you to your full power." He took her hand in his, lacing their fingers together. "I am in your debt, and I will repay it by scouring this world for the means to return you to your Fae form."

She turned to face him, her expression skeptical… but her optics bright with hope. "Don't make idle promises, Megatron. Someone will expect you to follow through on them."

"I fully intend on following through on this one." He chuckled and kissed her cheek. "You _will_ become Fae again, and together we will make both Optimus Prime and Merlin rue the day they chose to stand against us. Until then… I intend to do everything I can to ensure you do not regret your decision."

At that, a smile finally crossed her lip plates. "I never said I regretted it. But I trust you to keep your word on that." And she leaned in close to rest her helm on his chestplate.

Megatron turned to the door to be sure it was shut – he would rather have his spark carved out with a dull knife than let anyone see him being affectionate. Then he wrapped his arms around the dark Seeker, holding her to him. The two of them stood together for a long moment, each content in the other's presence, letting their closeness communicate what they couldn't express with words.

**Author's Note**

Way back in the old-timey year of 2005 (yes, I am old), I decided it would be great fun to start a blog. This being the olden days before Tumblr and Twitter made microblogging super-popular, I ended up starting up _Me, Myself, and Vader: Discussions With a Sith_ on Blogger, back before it became completely subsumed by Google. And since I found my real life to be unremarkable and not worth blogging much about, _Me, Myself, and Vader_ was essentially a fictionalized account of my life – basically "the life of an Idaho nerd/fanfic writer, but with Star Wars characters crashing her house on a regular basis."

The blog ended up inspiring other "fictional characters living at my house" blogs, ranging from _Harry Potter_ characters to, yes, Transformers, and by the time the whole thing came to a close in 2007 or 2008 (I'm no longer sure of the year), it had become less a semi-autobiographical blog and more of an informal RP experience. Characters crossed over between people's blogs, epic plot lines were carried out, battles between our characters and Emperor Palpatine and Unicron and Voldemort were fought, and all in all we had a rollicking good time even if said "good time" crossed over into Mary Sue territory on occasion.

Sadly, _Me, Myself, and Vader_ no longer exists – I pulled the plug on it and the Wayback Machine has no record of it – and I have no idea if any of the other blogs are still up. The original domain name seems to have been snapped up by some kind of domestic violence blog, and I either didn't keep a backup copy of the blog or it got lost when I changed computers. Ah well, it was fun while it lasted…

Where was I going with this? Oh yeah…

Anyhow, the person running the Transformers blog (who, incidentally, got me into Transformers in the first place and quite possibly started this whole mess) ended up "shipping" two VERY unlikely characters, characters that I had not only written off as unshippable with anyone but weren't even from the same franchises. You guessed it – the "ship" in question was Megatron and Disney's wicked faerie Maleficent. And despite my initial "what the" reaction, I fell in love with the ship and resolved to do something with it after I was through with the blogs.

After years of sitting on this plot and wondering whether waving my crack ship about for the entire Internet to see was such a good idea, I finally got around to writing it. I wasn't quite intending for it to become the mass crossover it turned out to be, nor did I predict the ending would turn out like it did, but all in all I figure it all could have been worse. And given that I don't normally write "pairing" or "shipping" fics, I figured I'm entitled to one where I can indulge in pure crack.

Many thanks to Starwarsguru and Wrecker-Lady for being willing to draw fanart of this crazy pairing – and extra thanks to Starwarsguru for not only humoring my weirdness but providing excellent feedback on how to actually make this story work. (The ideas regarding the Sword of Truth and the Witwickys being descendants of Phillip and Aurora were her idea.) Many thanks also to Roseprincess for coming up with the ship in the first place, and apologies for taking your pairing and running off with it…

I have no idea if I'll write a sequel for this, but at this rate I won't say "never." After all, one story's "happily ever after" could easily be another's "once upon a time," right?


End file.
